The Amazing Spider Mare: Sinister Secrets
by SPB
Summary: (The long overdue sequel to "The Amazing Spider Mare: The Symbiote Saga". Originally published on FiMFiction, a ponyfied Spider Man, dedicated in memory of Stan "The Man" Lee.) Spider Mare and Black Cat (Cheese Sandwich) leap into action tracking down a crime syndicate led by the mysterious Mr. Negative, while some old foes unite and plot revenge.
1. The Swing of Things

Our story begins not in Ponyville, where our favorite web slinger has made a name for herself, but off the coast of Horseshoe Bay.

Not every criminal threat requires Spider Mare or Black Cat (or as you true believers may know them, our heroes and crime fighting couple: Pinkie Pie and Cheese Sandwich) to stop it. All sorts of threats big and small alike are thwarted every day by the royal guards, and by police units all over Equestria. But every so often, even the best of prisons fills up. When that happens there are routine prisoner transfers in a variety of manners (only the truly worst of the worst are ever sent to Tartarus, and in such cases the princesses oversee the arrival of convicts to the maximum security place themselves).

So it is that our story unfolds in the middle of one of these transfers, late one fateful night not long after Pinkie Pie had officially become Pinkie Pie Sandwich (but everyone still calls her Pinkie Pie or just Pinkie).

A storm was brewing out at sea, an unusually strong one at that. Lightning flashed, thunder clapped and boomed, the wind howled and roared, and massive waves rocked the shoreline. Yet amidst the frightening tempest, an old prisoner ship was attempting to reach the shoreline.

The captain was confident that his vessel could endure the fierce winds and massive waves, even as the ship groaned and rocked from side to side. But some of the crew up in the captain's nest with him were not so sure.

"Captain, I think it's time we radioed an S.O.S!" The first mate nervously suggested. "I don't think this ship can take much more of a beating! We're going to capsize!"

The captain shook his head. "Steady your nerves, mate. This ship has been in rougher seas than this and has come out none the worse for wear," He maintained a tight grip on the wheel. "We're almost to port as it is, just a few more miles and we'll do it. We'll dock for the night and resume the transfer in the morning," Then he gave a whistle. "Officer Jack!"

A scrawny looking stallion with a coat as black as soot and eyes a dark blue in color trotted up and gave a salute. "Yes, Captain Lee?"

"What's the status of the prisoners?" Captain Lee inquired.

Officer Jack cleared his throat. "All present and accounted for. However, there is one recruit who has been unusually quiet. He refuses to say a word or even look at others."

Captain Lee simply shook his head. "As long as he's in his cell he'll be no danger to any of us. Just make sure to keep a close eye on him, they say he's a shapeshifter. And I'm not talking changelings, he can become an entirely different pony or so they say. Which is why we must ensure he is delivered safely to the Baltimare Correctional Facility."

Just then, however, the ship rocked violently and began to lean! Without warning, a wave larger than all prior waves washed over the deck, the force of it almost knocking the ship over as if it were a toy!

A look of horror flashed in Captain Lee's sea green eyes! Something like this had never happened before and he didn't like it. "Officer Jack, get down to the holding cell and get all the prisoners into life jackets!" He barked out. "First Officer Mike, ready the lifeboats! Second Officer Kirby, radio a distress signal at once!"

"What about you, Captain Lee?" First Officer Mike asked.

Captain Lee replied with a noticeably somber tone. "I'll try to steer us out of this tempest and hopefully buy time for a rescue. But if worse should come to worse, as captain it is my duty to go down with the ship. I just hope it doesn't come to that," Without loosening his grip on the wheel he shouted. "Now, all of you go! You have your orders! Hopefully, I'll see you all again soon!"

The various crew members began scrambling as word soon spread about the ship's condition and the possibility that it might sink! Unfortunately, they had less time than they thought to prepare for the worst.

Less than five minutes after Captain Lee had given his orders and announced his intentions, another massive wave appeared! This one much bigger than the ship itself! A look of sheer horror crossed Captain Lee's face, and for him and for all aboard the ship it was to be the last thing they would ever see. The storm had claimed the entire ship as its victims.

Or so it seemed. Amidst the darkness of the storm and the night sky, a mysterious figure surfaced in the billowing sea! Spotting a piece of driftwood nearby, the figure clung to it for dear life. If he could just make it to shore he would be saved. Everyone would assume him to have perished with the ship's crew and prisoners. He'd be free to live.

* * *

Now you might be wondering what that ship wreck has to do with our heroes. Well, events that would unfold months down the line would cause it to come to the center of attention for Spidey and Black Cat.

Despite their reputation as unparalleled crime fighters, Spider Mare and Black Cat still had a fair share of criminals big and small alike who thought they could outsmart the duo.

And it's now that we join the two, just as they're about to teach another batch of no gooders that crime doesn't pay.

Late at night, in the streets of Ponyville, some masked earth ponies were attempting to sneak into town hall. It was hoped that they could steal some important documents and issue a ransom to Mayor Mare. Already, the crooks were discussing what they planned to do with the money once it was given to them.

"I'm gonna hang up my mask and tell the boss I'm done serving him," One crook commented. "Celestia knows he doesn't pay well."

Another crook laughed. "I'm thinking big. I'm gonna move to Griffonstone and set up a counterfeiting ring. Those griffons love bits so much, it'll be easy to swindle them. Like taking candy from a baby."

"Wow, you'd steal from an innocent baby? No wonder your mother never loved you," A mysterious voice commented. "Or maybe that's why you're a criminal, your mother never held you as a child." Seconds later, a stream of web fluid split the silence, and a familiar looking mare clad in a red and blue suit with black lines appeared.

The crooks gasped! "Spider Mare?! But you're supposed to be a myth! An urban legend!"

Spider Mare just chuckled. "Boy, you criminal types sure are slow on the uptake. Don't you read the papers? I'm as real as real can be."

One of the crooks just growled, pulling out a baton. "We ain't scared of you, rancid wall crawler! There's five of us, and only one you!"

"Good thing she's not alone then." A male sounding voice called out. Suddenly, landing next to Spider Mare was what appeared to be a pony dressed up like a cat, complete with a black face mask and a small staff that could shoot wires.

"Hey, Black Cat," Spider Mare greeted. "Always a pleasure to see you."

Black Cat chuckled. "Hey, I couldn't let you hog all the fun. You know that's not what we do things."

Spider Mare smiled. "Stop it, you'll make me blush. Besides, right now I've got a few criminal scumbags that need to be taught a lesson."

Black Cat grinned. "Mind if I join in? They always say two heads are better than one, and I'm itching to pounce."

Spider Mare nodded. "You set 'em up and I'll knock 'em down."

"Wouldn't have it any other way, partner!" Black Cat declared and turned to the criminals. "Sorry, boys, but tonight's your unlucky night. Because you just crossed paths with the Black Cat!"

* * *

Working together in perfect harmony, the two web slinging crime fighters had no trouble taking down the criminals and tying them up. Just like Spider Mare, Black Cat was capable of detecting hits before they could be landed, and adjusted his body to duck or weave under or around them.

In a matter of moments, with a few punches, kicks, and some well placed webbing, the criminals were defeated and webbed up. Spider Mare brushing the dust off her costume. "Here's a little piece of advice for you criminal types," She told the goons. "You're obviously new to this game, I can tell. But if you're really that bad at breaking and entering, then maybe don't try to commit a breaking and entering. I'd say I've met worse upstarts than you, but then again I don't wanna be a liar."

Black Cat simply added. "And when the police arrive, be sure tell 'em who it was that stopped you cold in your tracks," Taking up his staff, he added. "Spidey and I would love to stay and chat, but the police are probably already on their way so we'll let them take it from here. Hope we don't see you around."

Spider Mare followed Black Cat as the two took off. Sure enough, they fled the scene just before the police arrived to arrest the criminals (after freeing them from the massive amounts of webbing that had pinned them to the ground).

From the safety of a rooftop near the outskirts of Ponyville, the masked crime fighters finally allowed themselves to talk freely to each other in their civilian identities. Pinkie lifted up her mask and leaned in to give Cheese a kiss. "Can you believe the nerve of these guys? Ruining our eight monthaversary like that? I had reservations booked and everything."

Cheese simply smiled as he extended a hoof to stroke his wife's mane. "Hey, we both knew there'd be times like this when we agreed to get married. Besides, I'll take a night of crime fighting over a fancy dinner any night of the week. As long as you're by my side to support me, tiger, I'll always be happy."

Pinkie sighed, both in happiness and in concern. "You make a valid point, Cheese. Even so, I really wish that just once these criminals could pick a night that _doesn't_ fall on an important milestone or obligation," Then she changed the subject. "But you know what's really bothering me? This is the sixth such attack on a Ponyville landmark this month, and aside from the sloppy performance those goons just gave us they've been anything but your average, run of the mill type of criminals."

Cheese nodded. "I've been noticing the same thing. There must be some kind of pattern, these cheeseheads have to be getting orders from someone."

"But who? And why?" Pinkie wondered aloud. "We haven't found any clues at all. No leads, no jumping off points, nothing."

"Cheer up, Pinkie. I'm sure we'll find the answers in good time," Cheese reassured his wife. "For now though, we've stopped the bad guys and saved Ponyville yet again. I think that's pretty good for one night. Now let's go home and in the morning we can see if Twilight has any information."

"Good idea!" Pinkie declared. "I was going to stop by her castle anyway, there's some upgrades we've been working on together and she said she just put the finishing touches on them yesterday."


	2. Meeting Copper Top

Pinkie Pie was up bright and early the next morning, she was already dressed in her spider suit and ready to leave by the time Cheese Sandwich awoke. It took all her patience not to rush out the door without him, she had to remember that he still wasn't as experienced at crime fighting as she was. And besides they were married now, that meant most things were a team effort and not a solo one.

It wasn't long before Cheese had donned his Black Cat outfit. "Shall we go?" He asked, and Pinkie nodded.

Fortunately for the two, Ponyville was mostly quiet this morning, so no one noticed as the web slinging duo made their way across town and to Twilight's castle. Twilight was quick to usher them inside. "Ah, right on time," She smiled. "Right this way, please. Your requested upgrades are waiting in the throne room."

"Where's Starlight?" Pinkie wondered aloud as she and Cheese followed Twilight through the castle. "I thought she was working on the upgrades with you?"

Twilight shook her head. "Starlight's been too busy with her own research, but she won't tell me what it is. Whatever it is, she's very passionate about it, she says it's going to revolutionize not only Equestria but the entire world as we know it."

"You're not helping her with it?" Cheese questioned.

"She's no longer my student even if she's still living here," Twilight explained to Cheese. "That means I have to trust her enough to let her work on things alone. If she needed my help I'm sure she would've asked me for it. Besides, I've had my hooves full as it is just working on the new equipment for you and for Pinkie."

A short time later, the throne room doors swung open. Resting atop the table map were a few items.

Pinkie picked up the first one. It looked like another one of her web cartridges, but she knew that such a look was deceiving. A closer inspection revealed a small blue mark on the side, and there was a similar device next to it. She inserted both into the sleeves of her outfit and raised her hooves. Massive streams of webbing formed underneath said hooves, creating small wing like appendages. "Terrific! My new Spider Glider!" She happily declared.

Cheese (who was busy inserting some tablets into his staff that could produce a quick-freezing or quick-heating solution for emergency situations) turned to his wife. He was amazed. "Spider Glider?! So _this_ that top secret surprise you were so excited about!"

Pinkie nodded as she lowered her hooves and the webbing retracted. "Yes-a-rooney. After that close call against Carnage in Cloudsdale, I decided I needed to make some adjustments to the suit. I couldn't risk having it happen again with you not being there to save me," She smiled. "As you just saw, all I have to do is raise my hooves and presto, instant web wings! I can even fly like a pegasus, which may come in handy if I ever need to get the drop on my enemies," Then she eyed her husband. "What did Twilight make for you?"

"Mostly just a few cosmetic upgrades to the suit," Cheese explained. "Though she's also given me pellets so my webbing can quickly freeze or flame enemies as needed. That way if we run into Carnage or Venom again, we'll be ready!"

"Good thinking, Cheese. Never hurts to have a backup in case the old Spidey Armor fails," The pink coated mare replied with a nod. "Of course, my glider isn't the only thing I had Twilight fashion for me. When she saw my glider plans she got inspired, and wanted to make some changes of her own."

With a blush the young alicorn declared. "I just couldn't help myself. It was quite a challenge to come up with the right addition to your arsenal, but I think you'll like it," Lighting up her horn, she presented a metallic spider that resembled the symbol on Pinkie's spider suit. "Meet your new Spider Camera, or Spider Cam for short. It comes equipped with its own webbing, just like your glider, and it can even swap out webbing cartridges as needed. But the best thing about it is that it comes equipped with a camera and its own artificial intelligence. It can move about on its own, just like a real spider. Check it out!"

Twilight set the Spider Cam down on the floor and with a simple touch of her hoof it came to life. It crawled all around the throne room before coming to rest at Twilight's hooves.

Pinkie picked up the device. "Is it coincidence you made it look like the symbol on my suit?"

The princess shook her head. "Of course not. Hold still for a moment, Pinkie," Lighting up her horn again, she carefully inserted the camera into the center of Pinkie's spider costume. As a result, the spider on her chest was now a metallic gray in color as opposed to ash black. "With the camera inside your suit, you'll have access to everything it sees and hears. Just touch the center of it to release it. Placing it back in should be easy."

"But what if it falls into the wrong hooves?" Cheese worried. "It could lead the bad guys right to Pinkie."

Twilight shook her head. "Not a problem. I anticipated just such a dilemma, and it took me weeks to come up with a solution. A pretty clever one if I do say so myself," She chuckled a bit before clearing her throat. "If the camera should ever fall into enemy extremities, it's programmed to automatically shut down and self destruct. Fortunately, all information will be stored safely in an indestructible chip. Just retrieve it and bring it to me. I made the code, so only I can convert its findings," She then added. "But please try to avoid having it come to that. It wasn't easy to come across the metals needed to make this Spider Cam, and it could take weeks or months to build a new one."

The pink party pony just smiled. "Relax, Twilight. I'll protect that camera as if I'd made it myself," And she added. "I gotta say, you really seem to know your stuff when it comes to all this spider gear. It's way more advanced than anything I was able to come up with, and I had to build those web shooters from scratch."

"Speaking of which, please let me see them. I'm going to make a slight adjustment," Twilight instructed. Pinkie obeyed, and the unfolded web shooters were soon cast in the soft glow of Twilight's horn. There was a puff of magic smoke. "There. Now with just a slight twist of the wrist, your web shooter can shoot out a ball of impact webbing. It'll explode upon contact with an enemy or object, which should make it ideal for pinning any unsuspecting criminals to the nearest wall, floor, or ceiling. It can be used with other chemicals to make it freeze, burn, or electrify. However, it will use quite a bit more fluid than your usual webbing."

"Thanks for the warning, Twilight. This'll most definitely come in handy," Pinkie declared and giggled. "Those bad guys are gonna be in for quite a shock when they see the new and improved Spider Mare and Black Cat."

Cheese just sighed. "Maybe, but unless we can figure out who these guys are getting their orders from it's not gonna make much of a difference. You said it yourself, Pinkie, they're not like the usual criminals. Aside from last night they've been a lot more professional."

"But it seems none of them know who this 'boss' they keep referring to is," Pinkie commented. "Whoever he or she is, they must be going to great lengths to stay hidden. If only there was some sort of lead, some kind of clue. Anything at all that could point us in the right direction."

"Actually, I think I might have that. At least, sort of anyway," Twilight spoke up. "I... wasn't sure when would be the best time to bring this up, but I intercepted this letter meant for Spider Mare. It was sent this morning."

Pinkie's eyes lit up with worry. "Let me see that letter!" It was placed in her hooves a short time later and she read it aloud. The letter read as follows:

_Dear Spider Mare,_

_I'm not exactly sure if this is the best way to do this, but it's the only way I could think of to get your attention._

_I've got some information on the criminals you and Black Cat defeated last night. I think you'll be interested in what I was able to wring out of them._

_But you need to come alone, our meeting must be secret. The Ponyville Police aren't exactly thrilled with what you and Black Cat are doing. They think you're trying to do their jobs for them, even though I'm pretty sure that's not the case._

_If you're interested, meet me behind Sugarcube Corner this evening after dark._

_Officer Copper Top_

"Copper Top? I thought Manehattan was her domain." Cheese wondered aloud.

Pinkie shook her head. "Don't you remember the papers? Just after we got married it was announced that Copper Top was leaving the Manehattan force and transferring to Ponyville for a change of scenery," She then sighed. "I guess she's the only lead we've got."

"Are you crazy?! It's got to be a trap!" Cheese Sandwich protested. "I can't let you go, not alone! She's obviously plotting to have you arrested!"

"I met Copper Top in Manehattan during the last Pie Sisters Swap Day," Pinkie replied to Cheese. "She seemed like a trustworthy type of cop. An ambush doesn't seem like her style. If she says she has information, then I believe her."

Cheese shook his head. "I still can't let you do this alone. It's too dangerous, especially since we don't know who or what we're dealing with. For all we know, the criminal leader is posing as Officer Cop Top to trick you."

"Perhaps, but if it _is_ Copper Top then I have to take the risk," Pinkie firmly declared. "You can come along if you wish, but you need to stay back and out of sight. If I'm in trouble, I'll be sure to give a shout."

* * *

It took a great deal of convincing for Cheese to go along with his wife's plan. But as was agreed on he stayed out of sight.

When night fell, Pinkie dressed up as Spider Mare and carefully made her way to the back alleys behind Sugarcube Corner. Sure enough, Officer Copper Top was there, clad in her Ponyville Police Department outfit.

"Hello, Spider Mare," Copper Top greeted, her Manehattan accent rang out clearly. "I see you got my note."

Spider Mare nodded very slowly. "I did, Copper Top. If that _is_ your name."

If Copper Top was worried she didn't show it. "I don't know what you're implying, Spider Mare. I'm not a changeling or anything of the sort."

"But how do I know I can trust you?" Spider Mare commented. "Most police officers either don't know exist or just want me to stay out of their way. You're the first one who's ever gone out of their way to make contact with me."

Copper Top cleared her throat. "Listen, we both want the same thing, right? We want to see justice be carried out, and we want the citizens of Equestria to feel like the law works. I think we'll both have a better job of doing that if we work together."

"What do you mean? How could I possibly assist you?" Spider Mare pondered.

"You already help me a great deal by stopping those criminals in their tracks, alongside your partner, Black Cat," Copper Top commented. "Is it true what they say? Are you really an item? Or is it just an act to confuse your enemies?"

Spider Mare stuttered a little. "W-well, I... I uh..." She coughed into a hoof. "That's on a need to know basis, I'm afraid. Nothing personal, you understand. But in my line of work you can never be too careful."

Copper Top just nodded, lightly brushing her hat with a hoof. "It's alright, I'm used to this kind of treatment. It always takes a while for ponies to trust you, no matter what you say or do," Then she extended a hoof. "So, whaddya say? Partners?"

Spider Mare extended her hoof and shook Copper Top's. "Partners," Then she asked the young officer. "You called me out here for a reason, and it wasn't just because you wanted to propose an alliance. Your note said you had some information you wanted to share with me?"

The young police officer nodded her head. "It's not much, but I managed to find this in the back pocket of one of the thugs," She gave Spider Mare a piece of paper. "It's a picture of a warehouse not too far from Ponyville, Warehouse 196. Unfortunately though, there's no kind of record of any criminal activity going on there. And you can forget about asking for a warrant, a childish drawing like that is hardly evidence. But hopefully you and your... buddy, the Black Cat, can make something of it."

"Thanks! This is the kind of lead we've been dying for!" Spider Mare happily exclaimed! "We'll check it out, Copper Top."

"Just promise me one thing," Copper Top advised. "If you find anything illegal or otherwise criminal going on, bring it my way first. These guys seem pretty serious about whatever it is they're doing, and I've got a bad feeling about it all."

Spider Mare replied to Copper Top. "We'll try, but it's not a guarantee. If we can stop them and put an end to their schemes, you can bet we'll do it ourselves. In fact, that's kind of why we do things. That way you police officers just have to tie up the loose ends and put the scumbags behind bars." And with that she took off to inform Black Cat of her newly obtained lead.

Copper Top just shook her head. "I hope I'm making the right call on this," She sighed to herself. "If the chief finds out, I'll be up the river without a paddle for sure."


	3. Shocking Developments

Copper Top's drawing turned out to be just the kind of lead the two superheroes needed. Sure enough, a warehouse greeted their eyes as they reached the outskirts of Ponyville. And it seemed to be deserted, at least on the outside.

"Typical. It's always a warehouse or some other shady building in the middle of nowhere," Spider Mare commented to Black Cat. "No one ever thinks to make their hideouts more subtle. You might as well put up a huge neon sign that says 'Bad guys hide here!' or 'Come and arrest us, we're up to no good!'"

Black Cat simply shook his head. "No one ever said these criminal types were smart. Oh well, guess we'll have to teach them a lesson, again," He proceeded to suggest. "You know, we could try to spice it up a little. Use the front door for a change. They'd never expect it."

Spider Mare laughed and shook her head. "Not our style. Besides, if I know these criminals like I think they do, they're probably hoping we'll come in through the front door or a window so they can ambush us."

Black Cat sighed a little. "Guess it's the rooftop vent again."

Spider Mare nodded. "Exactly. Now come on, they won't be hiding in there for much longer. And who knows, maybe we'll get some information out of them." Then she shot out some of her webbing and climbed to the warehouse roof. Black Cat followed.

It took them a while to find a vent that led inside the warehouse. The one they found dropped them on a second floor balcony near the back, overlooking the interior. What they saw on the inside made the two crime fighters almost gasp in surprise and amazement.

Various masked stallions (and even some mares) were rushing about, shouting orders back and forth to each other. All sorts of crates and containers lined the back of the warehouse near the loading dock. The rear door looked ready to slide open at any moment, no doubt to allow the escape vehicle to enter. And most noticeable of all, a series of conveyor belts hummed as they brought forth more of the colored crates and containers. When one reached the end of either belt, a noticeably buff stallion (most likely an earth pony since he didn't appear to have wings or a horn) picked them up and carried them to wherever they were needed. He did so with the greatest of ease and would come back for more every other minute or so, as if he'd committed the timing of the belts to memory.

"This warehouse looked a lot smaller from the outside," Black Cat quipped to Spider Mare. "It's like an entire factory in here."

Spider Mare nodded again. "They've definitely been here a while. And from the looks of things they're getting ready to move out."

"What do you suppose is in those containers and crates?" Black Cat wondered.

"Hay if I know, but it can't be anything good. We've got to stop them!" Spider Mare firmly declared.

A grin formed on Black Cat's face. "Great! Then it's time to give Twilight's new tools a field test! Those creeps won't know what hit 'em!"

But Spider Mare threw up a hoof, blocking her partner. "Hold it, Cat! There's way more of those thugs than there are of us! And in a warehouse like this we're not gonna have much room to move around. We'll need to thin the ranks a bit if you know what I mean."

Now it was Black Cat's turn to nod. "Indeed I do," He knelt down to adjust a setting on his staff. "I think it's time some of these guys learned to cool off."

* * *

Spidey and Black Cat then broke off, taking separate parts of the balcony and the ceiling to survey the still unsuspecting masked ponies below.

Eventually, Spider Mare made the first move. Lowering herself to the ground, she quickly wrapped her hooves around one of the goons so as to keep him from screaming for help. "Silence is golden, buddy." She whispered, quickly webbing him up and shooting a web mask over his face to keep him from doing anything other than mumbling.

Not to be outdone, Black Cat made quick work of three thugs. Shooting a small ball of webbing at their hooves, it quickly expanded and burst open! The unsuspecting ponies had no time to react before they were frozen solid, silenced before they could say a word.

Spider Mare took down two more patrolling thugs, planting a ball of impact webbing on the back of one guard as he turned towards another. The ball burst and ensnared the two, causing them to bump heads and be knocked out.

Black Cat swung out from a ledge, kicking a goon from behind and then tying him up with webbing. Unfortunately, he was spotted while doing so and an alarm sounded.

Spidey sighed. "So much for stealth. Guess I'll have to do this the old fashioned way." She jumped down from her perch to join Black Cat.

"Ready to do this, partner?" Black Cat asked.

"You know it!" Spider Mare nodded in proud declaration! "Just watch out for these guys, it looks like some of them came prepared with weapons."

Black Cat grinned. "No problem, I'll take care of them," He proceeded to chuck a ball of webbing at one of the goons, causing his weapon to jam. That gave Black Cat an opening to swing forward and attack. "Didn't your mother ever tell you to leave your toys at home? Oh, let me guess, she told you you'd shoot your eye out."

As for Spider Mare, she managed to yank a baton with an electrical current flowing through it and then flipped over the back of the guard as he charged up to her to try and retrieve his weapon. A few swift punches felled him easily. "Too slow!" Spider Mare taunted.

The rest of the goons proved to be almost as easy. Despite having the superior numbers they were no match for Spider Mare and Black Cat's skills (plus, seeing so many of their comrades be defeated or removed from the fight so easily unnerved them and made them careless). One by one they fell like dominoes. And with a single well placed toss from Spider Mare, the electrical baton hit the alarm's switch box and shorted out its circuits. Without power the alarm shut down.

* * *

Spidey quickly set to work on extracting information. She grabbed one of the unconscious thugs by the leg, shot a stream of webbing towards the second floor balcony's guard rail, and strung him up so that he hung upside down. She then hoisted herself up to the balcony, and lightly slapped the stallion. "Hey, wake up!"

The goon opened his eyes. But he took one look at his surroundings and freaked out, flailing about helplessly! "No! Put me down! I'm afraid of heights!"

"I'll let you down soon enough," Spider Mare threatened in a noticeably serious tone. "But I want answers, and you're going to give 'em to me. Who are you working for and what's in those craters and containers?"

The guard shook his head. "Nu-uh! I'm not telling you anything! The boss made it clear, if I talk I'm a dead stallion!" He began to plead. "Please, just let me go! I didn't even wanna do this! I had no other options, a stallion's gotta eat and food ain't cheap! I was gonna quit as soon as I got paid! It wasn't my place to ask questions!"

"But you had to know something! Someone must've mentioned off hoofedly what you're doing!" Spider Mare demanded. "Now tell me! Who's your boss, and what does he or she want?"

The thug gulped. "I... I swear I don't know what he looks like! Never even met him face to face! All I know is, I was gonna get paid a fortune to ship these crates and containers to Manehattan. The boss was gonna take it from there, don't know what he meant by that. It's what his enforcer told me, and he told me if that I valued my life I wouldn't ask anymore stupid questions."

Sensing that her current line of interrogating wasn't producing any meaningful results, Spidey decided to switch up tactics a little. Her voice started to take on what sounded not unlike a taunt as she casually commented. "Alright, I guess I can't force a confession out of you. Come to think of it, this is the first time I've ever hung a pony upside down before. I sure hope that webbing holds, I'd hate for it to break."

As if on cue the webbing started to stretch a bit and a sickening tear sound echoed in the stallion's ears. It was enough to unnerve him completely! "No! I don't wanna fall! A-alright... alright! I'll talk!" Panting heavily he blurted out. "Boss calls himself Mr. Negative! His base is in Ponyville, but he's been thinking of expanding! And he hired some guy called The Shocker to make sure no one messes with him! That's all I can tell you, I promise!"

"Smart move," Spider Mare commented to the goon. "Don't worry, I'm sure the police won't be too hard on you when you tell them your story," She lowered the thug to the ground. "Now to find out who this 'Shocker' pony is."

* * *

Suddenly, Spider Mare felt a tingle in her head! She swung away from the balcony, just seconds before a huge electrical blast would've struck her! "Whoa!" She exclaimed. "Thank you 'Spider Sense'!"

Meanwhile, Black Cat found himself face to face with a most unusually dressed stallion. He had a yellow face mask with matching sleeves for the arms and legs, with two metal gloves, and a red jacket. His face mask had goggles and what looked like wire nets. "Well well! If it ain't the menace herself and her little cat too!" The stallion remarked in a low, almost gravelly sounding voice.

Black Cat eyed the stallion. "You must be The Shocker!"

The stallion nodded, before he turned a knob on his belt and another surge of electricity hit Black Cat in the upper chest, knocking him back! "Well, ain't you a bright little cat!" Then he taunted. "How did you like that? Very painful, or just sort of painful? You tell me!"

Black Cat stumbled to his hooves. "I'm being harassed by a walking electricity plant," He groaned. "Sorry to break it to you, pal, but the whole fishnet thing isn't exactly scary."

Spider Mare jumped down, delivering a kick to The Shocker. "Black Cat's right. You don't frighten me," Then she turned to Black Cat. "He didn't hurt you, did he?"

Black Cat groaned a bit. "It definitely stung, but I think he's just getting warmed up. You gotta be careful."

The Shocker laughed. "Your little cat friend's right, rancid wall crawler! I'm only getting warmed up!" Turning the knob on his belt he added. "I'm turning up the juice for this one! It'll do a whole lot more than tickle, I can tell you that much!"

Spider Mare jumped back. "Try it! I'll dodge your blasts every time, Shocker!"

Shocker just laughed again. "You can try. Besides, who says I need to aim for you? I've got my sights set on a bigger fish to fry!" He aimed his gloves at Black Cat. "What's it gonna be, wall crawler?! Will you risk your partner's safety to ensure you're not harmed? Or will you recklessly throw yourself into the line of fire to save him from the shock of his life?"

Black Cat leaped to his hooves and quickly shot a ball of webbing! "I'm not completely helpless, Shocker! Don't assume I'm the easier target!"

Shocker quickly shot his electricity at the webbing ball, causing it to explode and generate a smoke like substance. "Clever move, kitty! But you can't hide from me forever! I promised the boss I'd take care of you do gooders, and I ain't about to disappoint."

"There's a first time for everything, pineapple head!" Spider Mare shouted as she snatched up Black Cat and swooped up to the balcony.

Shocker growled. "Don't call me a pineapple head! You'd better think twice before you mock me, web head!"

"Oh, but mocking is what I must do!" Spidey shouted, before turning her attention to Black Cat. "I think I know how to beat this clown, but I'll need you to distract him. You up for it?"

Black Cat nodded. "One distraction coming right up. He won't get the best of me a second time."

"Just be careful, he's not fooling around. The suit protected you once, but it won't protect you a second time," Spider Mare cautioned as she pressed a button on her shoulder, dawning the familiar white with black lining that was her spidey armor. "Keep your distance, and don't let him read you. At the least if he catches on to me, my spidey armor can absorb the worst of the blast. We really should look into getting something like it for you."

"Nah, not really my style," Black Cat declared as he leaped from the balcony and with his staff he swung up toward the ceiling. Then he called down to Shocker. "Oh you-hoo! Mr. Zappity Zap!"

Shocker aimed his gloves and fired at Black Cat's location, only for Black Cat to swing out of the line of fire. "Hold still, Black Cat!"

"Sorry, never was good at that!" Black Cat taunted as he stuck out his tongue. "Only way to stop me is to catch me! Sure hope you've got some spare batteries."

"Joke all you like! When I catch you, you'll fry!" Shocker bellowed at the top of his lungs. "I ain't met a prey yet that I couldn't catch!"

* * *

As Black Cat was busy swinging back and forth, keeping Shocker busy, Spider Mare was preparing a surprise to take down Shocker.

Shocker suspected nothing as Black Cat leaped and swung all around the warehouse, continuing to taunt him.

Spider Mare had to resist the urge to giggle. "_He has no idea what he's in for. Just hope my spider strength comes through for me._" She thought, waiting until The Shocker was (unknown to him) directly beneath the crate she was now perched atop. A few kicks knocked it loose, and then Spider Mare swung out from it as she used her webbing to bring the crate crashing down!

The sound drew Shocker's attention! As expected he quickly threw up his gloved hooves and with his electricity he was able to destroy the crate before it could ever hit him. "Nice try, but you can't get rid of me that easily!"

"Wasn't trying to," Spider Mare grinned as she swung round towards Shocker. "You fell for it." She kicked him hard! Unfortunately, the kick was a little too hard. Shocker was launched right into some of the containers. He smacked into them, stumbled back, and fell to the ground.

Black Cat quickly inspected him. "He's still breathing, but it looks like he won't be waking up from his little nap anytime soon."

Spider Mare sighed as she deactivated the spidey armor. "Guess I don't know my own strength sometimes. He was probably our best lead as to who or what this 'Mr. Negative' is and what he, she, or it is after."

Black Cat shook his head. "We won't get any answers out of him now," Then in the distance he heard the sound of sirens and approaching carriages. "And unfortunately, it looks like the police are coming fast. We'd better scram before they get the wrong idea."

"Yeah. Copper Top may be on our side, but there's no telling how much influence that'll get us with the rest of the Ponyville P.D.," Spider Mare commented. "Guess we'll have to call it a night. Still, with any luck Copper Top will be able to extract more information from the guys around here, and will have a new lead for us within the week." Then she and Black Cat swung back up to the second floor balcony, ready to leave through the same vent through which they had entered.


	4. Symbiote Strike!

While Pinkie Pie and Cheese Sandwich slept peacefully for the most part, they had no way to know that their troubles were about to deepen.

In the city of Manehattan, a routine prisoner transfer was about to take place. Several of Spidey's past rogues were being loaded into an armored carriage for transport to an unspecified maximum security prison elsewhere in Equestria.

One of the inmates joining them, was one that had previously eluded capture at Spider Mare's hands, The Rhino. The stallion was anything but happy to be practically forced into the back of the carriage like a caged animal.

"This ain't right! You can't keep me locked up like this, you filthy cowards!" The Rhino roared. "This is brutality!"

One of the prison guards just groaned. "Yeah yeah, says you and every other criminal lowlife that comes into this complex," He sighed. "I'm just glad we don't have to deal with the likes of you anymore. Now you're somepony else's problem."

The Rhino banged furiously but futilely on the doors as he was thrown into the back of the carriage! "You wouldn't be laughing if I were free! I could wipe the floor with you all in the blink of an eye, and they'd have to scrape you off the ground with a shovel!"

"Oh give it a rest, already, Rhino!" A female voice hissed, said voice belonging to The Scorpion. "They can do whatever they want to us. They've taken all our powers, thanks to these stupid shock collars."

"Yes," The Mane-iac grumbled. "Even my beautiful mane has been tamed. And these collars aren't coming off anytime soon. Believe me, I've tried. It's like they're made of a metal you can't find in this realm."

Electro just moaned, banging his head against the side of the carriage. "Must you moronic low lifes insist on prattling on and on?! What did I ever do to be stuck with a bunch of simpletons like you?! I was smart, I went to college."

The Rhino growled, turning his attention towards Electro. "Oh yeah? Well if you're so smart, how come you're locked up in this carriage with the rest of us?"

The Scorpion just hissed. "Silence, Rhino! You don't talk to the boss unless The Mane-iac and I say you can talk to him! Though I'm starting to wonder why we ever agreed to work for him in the first place. Even he couldn't stop that cursed wall crawler who busted us and sent us to this prison we're about to leave."

"Wait, you mean you've all battled Spider Mare too?" The Rhino questioned. "I hate how she tricked me! Turned my own horn into a lightning rod!"

"Oh, you got off easy," The Scorpion coldly remarked. "She was able to get my tail stuck in the ground and rob me of the chance to get revenge on that stinking ex-husband of mine, who then had the nerve to go and re-marry that Spoiled Milk! She's a gold digger if I ever saw one."

The Mane-iac just grumbled. "It wasn't enough for Spider Mare to beat me. Oh no no no, she had to play the big darn hero while she was at it. Rescuing me from my own exploding, underwater fortress and leaving me tied up for the police."

From the front of the carriage came an angry voice that shouted. "Shut up, inmates! You're not supposed to speak unless spoken to! Be thankful you're not in cages," The voice proceeded to threaten. "If I have to, I will use the shock function on you all. Even you, Electro! And I can assure you it _will_ hurt!" That was enough to silence the super villains, at least for the time being.

* * *

The armored carriage rolled along, soon leaving the streets of Manehattan and bound for a destination known only to the guards overseeing the transfer. All the inmates knew was that it wasn't Tartarus, that was a sentence that required the princesses approval and was reserved for the absolute worst of criminals. They hadn't gotten there, yet.

Suddenly, out of the corner of their eyes the guards saw something up ahead! Laying in the street was a pegasus mare of medium build who couldn't have been much older than her mid 20's. Said mare had a light turquoise coat and a brilliant amber mane with brilliant gold stripes.

The guards stopped the carriage and one of them got out to investigate, while the other stayed to make sure the prisoners didn't try to escape during the commotion.

The guard rushed right up to the mare, who seemed to be unconscious. "Madame?!" He called, hoping to get a response. There wasn't one! Frantically, he grabbed her and shook her, hoping to shake her awake! "Madame?! Are you okay?! Are you hurt?!" But there was still no reply. The guard turned to face his partner. "Something's wrong, she's not responding! I think she's still alive, but I don't know for how much longer! Call an ambulance, she needs medical attention ASAP!"

The other guard quickly grabbed the radio of the carriage. "This is Manehattan Police Unit 459, Officer Mitch reporting! Come in dispatch, over!"

The radio crackled to life. "Dispatch to Officer Mitch, you are clear, over!"

Officer Mitch frantically shouted into the radio! "My partner and I were enroute to Baltimare Correctional Facility with four prisoners, but we've stumbled upon a pegasus mare who looks to be in her mid twenties. She appears to be unconscious but there's no sign of external injury! Requesting immediate medical aid at the following coordinates: Just off of Luna Avenue, to the South."

But then suddenly, the pegasus mare stood up and her eyes fluttered open!

The guards were amazed. "Miss, are you alright?" One of them asked. "Who or what did this to you?! Did you get a good look at your attacker?"

The pegasus mare simply cackled, as a red, slimy substance seemed to suddenly materialize beneath her hooves. "We're just fine, but you won't be! You'll make tasty snacks!" Without warning, the slime enveloped her and a horrific, alien spider like monster emerged from it! It let out a piercing scream as its claws seemed to morph into a sharp ax! "Who wants to be first?!"

* * *

Meanwhile, inside the back of the armored carriage, the super villains were suddenly startled by a jolting sensation that came out of nowhere! Almost as if someone or something was shaking the carriage!

Officer Mitch became paranoid! "W-who's out there?! What's going on?!" He grabbed the radio, trying to shout a warning! "Mayday! Mayday! This is Officer Mitch! My partner and I, we're under attack!"

But a blackish-blue claw suddenly yanked out the radio and tossed it aside without fanfare. "No one is coming to your rescue, mortal!" The claw's owner commented in an echoey voice. "We'll be taking those prisoners off your hooves, everyone's getting out on _bad_ behavior! And we mean bad!" As if it to make itself heard, the voice's owner swung the claw around, ripping a hole into the back of the carriage!

The inmates were thrown to the floor as the carriage rocked some more! When they looked up they could hardly believe their eyes.

Standing before them was a massive, blackish-blue monster that seemed to have a body made of slime. It almost liked like someone had crossed an alien with a gigantic spider that could stand up. It had razor sharp yellow teeth, two white eyes, and a long tongue. But most interesting of all, it appeared to have a huge, white spider symbol on its chest. And it easily towered over them all.

"Greetings, fur bags!" The monster declared in its echoey voice. "Do not be alarmed, we are to save you!"

"Yeah right! You just wanna eat us!" The Rhino snorted. "Well nopony's making a meal out of The Rhino!" He rushed straight towards the monster, only to phase right through his body as if nothing had happened.

The monster laughed. "Was that your best? It didn't even tickle. Now, allow us to show you what happens when you don't cooperate." It shot out a few balls of an instantly recognizable substance, leaving The Rhino stuck to the floor of the carriage.

"Wait a minute, you look familiar!" Electro declared. "Is that you, Spider Mare?! I thought word on the street was you'd ditched that black suit of yours, not upgraded it."

At the mention of Spider Mare, the monster growled and raised its claws. "Don't mention the name of our rejector in our presence! We are not Spider Mare! We're Venom, poison to Spider Mare and the only one who has ever stood a chance against her!"

"Join the club, pal," The Mane-iac grumbled. "All of us have battled Spider Mare, and all of us have been defeated. What makes you so special?"

"We posses powers beyond imagination, powers beyond this world!" Venom declared. "We're currently sharing them with a new host, one better suited to our objectives. But we'd be happy to share them all with you, along with the secret you'll all be dying to exploit. However, if you insist on opposing us, you will leave us no choice but to take extreme measures."

"Like what?" The Scorpion inquired.

Venom licked its lips. "We're feeling awfully peckish. Our offspring, Carnage, is currently helping itself to the guards who imprisoned you. But we won't be satisfied with a light snack," After briefly sticking out its tongue it warned. "Oppose us again, and we will eat both your arms, then we will eat both your legs, and then we will eat your face for dessert. You will be left as this limbless, faceless thing, assuming you live. Sound good?"

The Mane-iac shrugged her hooves. "Eh, I've heard better."

However, Electro threw up a hoof. "Wait, Mane-iac, let's not be so hasty as to look this gift horse in the mouth. This alien creature, or whatever it is, is our only ticket to freedom. And it's offered us something we _all_ want, revenge on Spider Mare," With a grin, he declared. "So I say we take this... whatever it is up on its offer."

Venom smiled. "Ah, I see you're smart. For the record, we _are_ aliens. But you can know us as symbiotes, because like symbiosis we survive by attaching ourselves to worthy hosts. Now come on, it's time to end this little jailbreak!" And it gave a whistle. "Carnage, our work here is done! Leave the guards, they are of no use to us anymore."

Carnage held the guards in the grasp of its tentacles, having just begun to start torturing them. "Aw, but we haven't even begun to play with our food," It complained, before turning to the guards. "Well, boys, it looks like it's your lucky night. You shall both live to see another sunrise. But so this isn't a complete waste of our time, we'll just help ourselves to some of your delicious life energy." Making use of its tentacles, Carnage was able to drain some kind of energy from the two guards and render them unconscious.

Venom then led the way, holding onto the webbed up Rhino as Carnage and the rest of the super villains followed. All that remained to signify an attack were the unconscious guards, and the bashed up carriage.


	5. Meeting Mr Lee

Word of the prisoner escape spread rapidly (or at least as fast as the papers could pick up the story). But the news didn't reach Spider Mare's ears and even if it had she probably would've ignored it. The task of stopping this "Mr. Negative" from whatever it was he planned to do came first.

Unfortunately, the very day after the raid on the warehouse, Officer Copper Top had bad news for our favorite web slinger. "The Shocker won't talk. I've tried everything I can think of, but I can't wring any kind of confession out of him," She explained to Spider Mare. "He's as tight lipped as all his cohorts at the warehouse. And what did I say about notifying me first?!"

"Sorry, Officer Copper Top," Spider Mare apologized. "But sometimes things get out of control, and in those cases you don't always have time to stop and think. For what it's worth, I didn't touch any of the containers or crates. Speaking of which, what was in them?"

Copper Top shook her head. "I'm afraid we don't know. They contained some sort of unknown substance, my boys at the lab are running tests as we speak but it could be days or even weeks before we know."

Spider Mare sighed. "And the worst part is, they made off with some of it. They've been here for a long time and they were operating right under their noses. Whoever this 'Mr. Negative' is, he's a definite professional, a true kingpin of crime."

Copper Top nodded, adjusting her signature sunglasses. "Strangely and hauntingly enough, I came to the same conclusion. However, the best I could get on a location was a brief mention of a stallion named Martin Lee."

Spider Mare let out a gasp! "I know that name!"

"Oh, do you? First I've ever heard of him. Then again I haven't been in town for nearly that long, still learning names." Copper Top admitted as she massaged the back of her neck with a hoof.

"Yes, well," Spider Mare began, before she hesitated. Should she let Copper Top in on her secret identity? Should she reveal how it was that she knew about Martin Lee? Copper Top was a trustworthy pony, but even if she swore to secrecy was there a chance that word might leak out accidentally? Against her better judgement she decided to tip hoof around the subject, keeping her identity secret for the time being. "Let's just say that somepony very important to me works for Martin Lee. Apparently he runs a homeless shelter here in Ponyville."

"I don't suppose that certain somepony you mentioned is your partner, the Black Cat, right?" Copper Top guessed.

Spider Mare shook her head. "No, it's not him. It's somepony else, but I'm afraid I'm sworn to secrecy on them. You understand, secret identity and all that."

Copper Top reluctantly sighed. "I'm afraid I do. Seems like you go to great lengths to guard it," Then she changed the subject. "It seems that Martin Lee is our only lead at the moment. Unfortunately, just random mention of his name isn't going to cut it. Not even for a warrant to search his shelter. Mere suspicion isn't enough to go after someone. Because if it was, I know many of my cohorts in the department would be tripping over themselves in a rush to arrest you."

"Don't I know it. Next thing you know, somepony'll put a price on my head," Spider Mare chuckled and then said to Copper Top. "Don't worry, leave the investigating to me. I'll find out how Mr. Negative and Martin Lee are connected. They can try to stay hidden, but I have my ways."

"Just be careful, Spider Mare. We don't know if Mr. Negative actually works with Martin Lee," Copper Top informed the web slinger. "For all we know he could be doing it under Martin Lee's nose, and Martin Lee could be an innocent victim."

* * *

Spider Mare made her way across town to a humble, two story building that wasn't too far from _Barnyard Bargains_. Perching carefully on the roof, she pulled out a saddlebag and ducked around to the side so as to ensure no one could see her. "_This is a job for Pinkie Pie, not Spider Mare. I don't know what kind of leverage Mr. Negative has on Martin Lee, but I aim to find out. Maybe there's even a way I can help him._" She thought, as she changed out of her costume and stored it firmly inside the saddlebag so that no prying eyes would find it. Then she tucked said bag behind some bricks, so as to ensure no one would accidentally discover it by mistake.

Then Pinkie entered the building through a door on the second floor. She proceeded to make her way down to the first floor, so as to make it seem she had come in through the front and thus not attract suspicion.

At the reception desk stood a sturdy earth pony mare that looked to be only slighter older than the Cakes (and only slightly less sturdy than Scootaloo's Auntie Lofty). She had beautiful rose colored eyes, a lovely snow white coat, yellow-trimmed glasses that reminded Pinkie of the ones her mom always wore, a straightforward mane and tail that was a beautiful blonde in color, and a cutie mark depicting some marbles and a jack. It was her Aunt Suzanne.

Aunt Suzanne smiled as she looked up from the reception desk. In fact, she trotted out from behind it and rushed up to give her niece a big hug. "Pinkie Pie! Oh, it's been too long!"

Pinkie smiled. Her Aunt Suzanne's hugs always made her feel warm and welcomed. "Hi, Aunt Suzanne. Just thought I'd stop by for a visit and check out your new job."

"Oh, so that's what I owe the pleasure to," Aunt Suzanne commented as her bright smile didn't fade. "Well by all means, come in and have a look around."

Pinkie followed her Aunt Suzanne, deciding to wait just a little bit before mentioning the reason for her visit. She saw all sorts of ponies big and small alike, young and old alike. There were several comfortable beds and bunk beds, a few ponies were enjoying a tasty meal that had been provided for them, and two old stallions were currently engaged in a grueling battle of wits as they stared at a chess board (no doubt trying to decide what move to make).

As Pinkie took in the sights and sounds of the homeless shelter, she stopped briefly when she noticed an earth pony colt that seemed to be about the CMC'S age (perhaps a tad bit older). Said colt had a pale grayish-yellow coat that looked like sand on the beach, light sea green eyes, a shaggy mane and tail that was a two shaded blueish-green in color, and a cutie mark depicting three turtles.

Aunt Suzanne smiled. "Pinkie, this is my new assistant. His name is Sandbar."

Pinkie extended a hoof to the colt. "Hiya, Sandbar. Whatcha doing here? You're not an orphan, are you?"

Sandbar chuckled and shook his head. "Oh no. I still live with my parents, and I love them very much. Not as much as they love me though, it's kind of embarrassing," Then he explained. "I just wanted to do something with all my free time. Wanted to really give back to the community as Mom and Dad would say," Then he commented. "They say it makes me a hero to volunteer like this. But I don't feel like much of a hero. The real heroes are you and all your friends, not to mention Spider Mare and Black Cat," With a starry look in his eyes he declared. "Someday, I hope I can be just like them! Super powers, not afraid of anything, beating up bad guys left and right! Sounds like it's an awesome life!"

Pinkie just chuckled as she thought to herself. "_Oh Sandbar, if you only knew. Being a superhero isn't as easy as it sounds. I may make it look easy, but it can really put a cramp in my lifestyle._"

* * *

Aunt Suzanne led Pinkie all around, stopping at an office on the second floor of the shelter. "This is where Martin Lee is on most days," She explained to her niece, before she eyed the empty room. "Oh, but it seems he isn't here right now. Kind of odd, actually. Sometimes he's here all day, never seems to leave for anything. Other days he comes and goes as he pleases, and seems rather nervous. Still, I suppose I can't complain too much. He's a nice guy, and I was hoping you'd have the chance to meet him. After all, I work directly under him. He was the one who brought me on as his assistant back when this place was still starting out. I owe just about everything to him."

"Yes. You mentioned as such in your letters," Pinkie commented, before she began to massage the back of her neck with a hoof. "Sorry I haven't been keeping in touch as often as I should have, Suzanne. Hard to believe the anniversary of Uncle Al's death is coming up so fast," A sigh of regret escaped her lips. "Seems like only yesterday he was still with us, telling me all about how with great power comes great responsibility. And now I know more than ever what he meant. Do you think he'd be proud of me if he could see me now?"

Suzanne put a hoof to Pinkie's chin, looking deep into her eyes. "Pinkie, don't start with that kind of talk. You know your Uncle Al always hated to see you upset. He always taught you to look on the bright side and keep smiling," She reassuringly added. "If he were here today, I'm sure he'd be _very_ proud of the fine young mare you've grown into. And you honor his memory every day with your thoughts and actions."

"Still, I'd give anything if I could even just one more day with him," Pinkie confessed. "Even if it was just to tell him I'm sorry I couldn't protect him."

Suzanne simply reassured Pinkie. "You don't know for sure that stopping the robber would've saved him anyway. You could've gotten hurt, or worse. Besides, the past can't be changed. So worry about the future, and strive to learn from the past so that your future and everyone's future stays bright."

At that moment there came a clapping of hooves. A yellowish-green coated unicorn stallion with blue eyes commented. "Very impressive, and well spoken too. A mentality I strive to live by every day of my existence."

"Ah, you must be Martin Lee," Pinkie concluded as she approached the stallion, taking notice of his jet black mane and tail. "I'm Pinkie Pie, Suzanne's niece. But I'm sure she's already told you about me."

Martin Lee nodded his head. "She most certainly has. She says you're quite super, superior even you might say. It is my understanding that you've helped save Equestria multiple times, correct?"

Pinkie nodded. "Yes, you heard right. The girls and I do have quite a reputation," She then blushed a bit. "But I've kind of hung back on the heroing as of late, seeing as I _am_ married. Pinkie Pie sounds better than Pinkie Pie Sandwich though."

Martin Lee just chuckled. "Ah yes. I remember reading all about your wedding in the _Baltimare Times_. Even now though, your presence humbles my establishment."

"Oh, you're just saying that," Pinkie commented as she waved a hoof. "Though may I ask, what made you want to set up a homeless shelter in Ponyville of all places? Aren't there more suitable locations?"

"On the contrary, no place could more benefit from having such a place as this for the unfortunate ones than Ponyville, the so called friendliest town in Equestria," Martin Lee commented in a noticeable somber tone. "It seems like because it's the home of Princess Twilight Sparkle, and because it's where Spider Mare and Black Cat are sighted on an almost daily basis, the citizens have been lulled into a false sense of security. They think all their problems have been magically taken care of, when nothing could be further from the truth."

The young mare fought back a gulp. She'd heard this kind of talk once before and it did not make her feel any bit less uncomfortable than it had the first time. "Funny, I seem to remember a certain Filthy Rich thinking the exact same thing once upon a time. And if I remember, he turned out to be wrong. Spider Mare saved his life, and got his now ex-wife put away."

Martin Lee only shook his head. "I'm not saying he was completely in the right. After all, he was foolish enough to try and create his own counter to Spider Mare and that backfired horribly," The stallion was quick to add. "However, he never would've even gotten the idea if Spider Mare hadn't insisted on sticking her nose into everypony's business without anyone asking her to. It seems that there might be a side to Spider Mare that everyone chooses to ignore. Sure, she only goes after the big threats and the criminals, but has she really made us safer? Or has she put us all in danger by uprooting our lives with her battles? By existing, doesn't she paint a target on Ponyville's back for all those super villains to target?"

Suzanne stepped in and countered. "Now Mr. Lee, you know that Spider Mare is only trying to help. She never means harm. And as of lately, the cops have been making big progress with her help. Even Mayor Mare says the town's never been this peaceful in her entire tenure."

Martin Lee simply replied with what looked like a scowl. "I just don't necessarily believe Spider Mare is worthy of the pedestal she's been placed upon. However, I understand that's just my opinion and most of the ponies who end up here don't seem to think the same way," Then he commented to Suzanne. "Speaking of which, shouldn't you be getting back to the reception desk right about now?"

Suzanne blushed. "You're right! I completely forgot!" She rushed away without another word.

Meanwhile, Martin Lee turned to Pinkie. "Don't think I'm unaware of your little 'secret'," He warned. "I know you came here because Spider Mare tipped you off about Mr. Negative, and told you that I work for him."

"I wouldn't say it like that exactly. Spider Mare and I only occasionally interact." Pinkie lied, hoping to feign ignorance about the subject.

Martin Lee simply trotted to his desk. "Well as you and everypony else can see, I've nothing to hide. My whole life is an open book. I was born and raised in Baltimare, and I moved to Ponyville to establish this shelter. I don't know why you think this Mr. Negative, whoever he is, would take any interest in a guy like me. But if you're thinking of 'exposing' me, you'd better think again. I have never met Mr. Negative, and I can provide you with all the alibi you could ever need," He then added. "I assure you, it's just coincidence that my name might have come up. I've never met this so called 'Shocker' that Spider Mare defeated last night. And neither do I know any of the goons who were working for him."

Pinkie sighed. "Well, I guess I'll just leave then. I wouldn't want to disturb you, you seem awfully busy as it is," She proceeded to ask. "You're sure you don't know anything?"

Martin Lee nodded. "If Mr. Negative were really causing me trouble, Spider Mare would've showed up to stop him. But she's not here now, is she?" He appeared to smile as he added. "It was nice of you to visit me, Pinkie Pie. Hopefully our next visit will be under far more pleasant circumstances, especially considering how sweet your Aunt Suzanne is."

The pink party pony spun around. "Is that a threat? You better make sure no harm comes to her, Mr. Lee! I trust you with her care."

Martin Lee flashed a sincere smile. "Why would I harm one of my best co-workers? I think maybe you're just hearing what you want to hear. Now, don't you have some cupcakes to frost or a party to plan somewhere? Even if you don't, I have better things to do with my time, so if you wouldn't mind leaving that'd be most appreciated."

Reluctantly, Pinkie obliged. But she wasn't satisfied with Martin Lee's answers. "_He's definitely hiding something,_" She thought to herself. "_But I've got bigger problems on my hooves at the moment. For now though, I'll definitely need to keep an eye on Mr. Lee._"


	6. The Six Unite

The symbiotes lead the rest of the supervillains along with no particular destination in mind, or so it seemed. They appeared to be wandering about. It was a fact that did not go unnoticed by the others.

The Rhino in particular started to grumble. "Are we there yet? It feels like we've been walking in circles."

"Silence, you fools!" Venom snapped. "If not for us, you would all be rotting in a jail cell in the middle of nowhere. You will not complain."

"Can't you at least get these stupid collars off us?" The Mane-iac insisted. "My mane is itching to be set free. And yet Mr. Electricity over there says he can't just shock our collars off."

Electro snapped back. "Because even my powers have been cut off! These collars are powered by magic, not electricity! Even if I wanted to, the most I could do is give you all a good dose of electroshock therapy. How many times do I have to keep repeating myself?"

"Sounds like you're just making an excuse," The Scorpion complained. "Don't think I haven't forgotten how you left me and the Mane-iac to die during that bank heist."

"I expected you to hold up your end of the bargain. You knew the risks when you signed on." Electro coldly retorted.

Carnage only laughed. "Wow! No wonder Spider Mare had such an easy time beating you all. You argue like a bunch of school yard foals. Maybe we should just snack on you all now, and use your life energy to power up."

Venom shook its head. "We do not eat allies, Carnage. We'll need their help if we're to stand any chance against our rejectors."

"You say that, and yet we don't even know who you really are or what you have against Spider Mare," Electro remarked as he stopped in his tracks. "You promised us revenge. Yet so far you've simply lead us along not unlike sheep to a holding pen. Do you have any sort of actual plan, or should we just walk away now? Even though you've freed us, that doesn't mean we owe you or that we're suddenly in your debt, Venom."

The Rhino commented. "You know, Light Boy's right. Why _should_ we work for you guys? You give us the creeps, and not in a good way."

"You're crazier than I am, and that's saying something." The Mane-iac added.

Carnage just cackled with glee. "Exactly! That's what makes it so fun! And when the six of us unite, we'll be unstoppable! No one will pose a challenge! Not the cops, not Spider Mare, not even the princesses! Now tell us if that doesn't sound appealing?"

"Well if we _are_ going to be partners, we'll need some kind of lair or hideout," Electro suggested. "I don't care how powerful you think you are, if we don't lay low the police will hunt us down. We won't be able to do anything if we're always on the move. I could probably help you obtain one, just as soon as you get these stupid collars off!"

"Relax, we have already picked a suitable location to serve as our base," Venom taunted. "We've combed every inch of this city."

Carnage added. "We found the perfect spot! A place where nopony would ever come looking for us! Once you're safely there, we'll be happy to short out those collars and bring you into the group. Just don't think we're gonna join hooves and claws, and sing happy songs. This ain't friendship preschool."

* * *

The symbiotes led the super villains to an abandoned construction site in Manehattan, from there it was possible to get a clear view of the city line all the way to the bridge that served as the main entrance and exit point for all transportation.

"This was gonna be a high rise. As if this stinking, polluted cesspool of a city needed another eyesore," Carnage explained and then a grin crossed the symbiote's face. "It's such a shame those construction ponies fled the moment we showed our faces. They spoiled all the fun we could've had."

Venom simply added in a taunting tone of voice. "Their loss, our gain. Now everypony stays away because they believe monsters haunt this place. Little do they know, they're right. We _are_ monsters!"

Carnage then turned to the other super villains. "Now, as promised, we'll take care of those pesky collars that keep your powers under wraps," One of its claws morphed into an ax. "Time to cut the cords! Hold still, and this won't hurt. Not that we'd have a problem with hurting."

The supervillains obliged, holding perfectly still as one by one their collars were sliced apart and shorted out. Their powers quickly returned to them, and they delighted in testing them out on the grounds of the abandoned construction sight.

"Ah, it feels so good to have so much power again!" Electro declared. "I can't wait to fry the city's power grid! Everyone in Manehattan will bow to me!"

"Do whatever you like, lightning breath," The Scorpion snarled. "This pony's gonna hit up all the jewelry stores. I hear they're having a sale, two hooves discount!"

"I think I'm going to stop by the first national bank," The Mane-iac grinned and rubbed her hooves together. "I might need to make a quick withdrawal or two. And you know me, I never carry a purse."

But the Rhino simply snorted. "We all just got freed, and you wanna waste it all on robberies and heists? It's like you're asking to go back to jail," He was quick to add. "The only thing I care about is some good old fashioned payback. I wanna bury that wall crawler six feet under!"

"Ah, a pony with real merit and taste," Venom gleefully remarked. "You will serve our cause well."

"As for the rest of you," Carnage spoke up. "Feel free to leave. But know this, if you do we're not going to stick our necks out for you again. In fact, we might just decide to hunt you down ourselves. And you'll be lucky if the worst we steal from you is your dignity."

Electro turned towards the symbiotes. "Why should we trust you though? We don't even know who you are."

"We told you before, mortals," Venom hissed as its tongue stuck out. "We are aliens. Life forms from a world beyond any you could comprehend. We've seen countless civilizations rise and fall throughout the cosmos. Yet we have remained with but one goal in mind, to survive. That is why we have sought out this world, and have sought out hosts for us to bond with. We symbiotes need willing hosts, for we have no body of our own. No physical form that you could possibly accept."

Carnage added. "And we don't have genders. We refer to ourselves in such ways as this because it's not just a symbiote who is speaking. There is also a willing host who plays along. The most powerful symbiotes are those with willing hosts," Carnage's face suddenly contorted, revealing the pegasus mare that the guards had seen lying in the road the night before. "I used to be just Lightning Dust, a washed up reject from the Wonderbolts because they thought I was 'too reckless'. They had me arrested. But thanks to this symbiote, I have new life as an agent of revenge," Her face morphed back into Carnage's. "We call ourselves Carnage, because that is what we seek to reek upon our enemies and upon Equestria!"

Venom then added. "We have bonded with multiple partners, including Spider Mare and her sidekick who she loves so dearly. But both rejected our gifts and tried to destroy us! So we were forced to find a new partner, who one was better suited to our unique gifts," Venom's face parted, revealing the face of a red scaled dragon. "Garble's the name. I ain't exactly thrilled to be working with ponies. But hey, when an alien life force promises you power and revenge, you accept and don't ask pointless questions. Besides, the symbiote makes me near indestructible. Almost nothing can hurt me, and we dragons are pretty tough as it is!" Garble's face then folded back into Venom. "With our advanced knowledge and powers, hunting Spider Mare and having our revenge will be a snap. And after we have destroyed Spider Mare and her pesky parter, all of Equestria, no, the entire cosmos will be ours for the taking! Tell us if that doesn't sound more promising than jewels, money, or power over one measly city."

* * *

The super villains were silent for several moments as they pondered the information given to them. They'd never heard of symbiotes before.

But as they always said "The enemy of my enemy is my friend". And if what Venom and Carnage said was true, they would have power and knowledge the likes of which no one could ever dream of! And even if others tried to stop them, they'd have Venom and Carnage as protection. That all sounded better than anything they could've thought of.

After a bit more pondering, one by one they all extended their hooves out towards the symbiotes. "Very well! We shall join forces, and together we will destroy our mutual foe, Spider Mare, once and for all!" Electro vowed.

"And we shall call ourselves: The Sensational Six!" The Rhino proudly shouted. There was a long silence. "What? I thought it sounded great."

"Sensational doesn't strike fear into the hearts of our enemies," The Mane-iac shook her head. "If we're going to be a team of villains, we need a name that'll _really_ make even the bravest of hearts tremble."

To the surprise of everyone, it was Carnage who suggested. "Why don't we call ourselves: The Sinister Six?! After all, our plots will be most sinister in deed!" Everyone nodded their heads in agreement.

"Well, looks like The Sinister Six it shall be!" Venom declared. "Spider Mare's days are numbered, as is Equestria as all know it! There's nowhere they can run, and no place they'll be able to hide! Not from us!"


	7. Chasing Down Shocker

Pinkie retrieved her costume and left the shelter without another word. Martin Lee definitely attracted suspicion, but at the moment there was nothing tying him to Mr. Negative. "_Guess it's back to square one,_" She thought to herself. "_This is a mystery that's really got me stumped. Whoever this Mr. Negative is, he knows how to keep his criminal activities under wraps. Funny, I always thought the bad guys __**never**_ _learned._"

Cheese Sandwich was waiting for his wife when she returned. While the Cakes were very accommodating, Pinkie's guest bedroom just wasn't big enough to handle two ponies. Plus, Cheese preferred a place to call his own, even if he still sometimes went on the road.

Pinkie let out a sigh. "Well, you cross Martin Lee off the list for potential leads," She groaned, sinking into a lush, red sofa. "It's weird though. I can't put my hoof on it, but something about him feels... off."

"You mean, like 'Pinkie Sense' or 'Cheesie Sense' off?" Cheese suggested as he turned to his wife.

Pinkie shook her head. "No, nothing like that. My 'Pinkie Sense' didn't activate, and you know if he was at all suspicious he would've triggered it. He's not like Venom or Carnage, where he's immune to my 'Pinkie Sense' because of who he is. It's funny though, before Aunt Suzanne came to work for him I'd never heard of him in all my life. But that's just a random coincidence, isn't it?"

Cheese chuckled. "Maybe, maybe not. But it's far too early to just give up. Maybe we'll have better luck if _I _approach him, dear. I have a bit more natural charm, and a reputation. Besides, anypony your Aunt Suzanne's willing to work for can't be all bad." He gave Pinkie a small kiss on the cheek.

The pink party pony tried her hardest not to blush. "Oh stop it, Cheese! Quit being such a tease! You know I can never stay mad when you're around! Can't you let me be a Grumpy Pie, just for a little bit?"

Cheese grinned as he shook his head. "No can do, Pinkie. Now come on, no time for long faces. It's your turn to watch the Cake Twins, after all. So you'd better hightail it on over to _Sugarcube Corner_, Mr. and Mrs. Cake will be expecting you."

"Not for another half hour at least," Pinkie declared as she checked her schedule. "Which should give us just enough time for one quick swing around town. Just because Mr. Negative's eluding us for the time being doesn't mean there aren't other criminals lying in wait. And if we don't stop 'em... well the cops probably will, but you know what I mean."

"Alright. We'd better suit up then!" Cheese declared.

But as the super powered couple prepared to do just that, it happened! Both Pinkie's 'Pinkie Sense' and Cheese's 'Cheesie Sense' both flared up suddenly and unexpectedly! They knew what the combination meant!

"Looks like I might be a little late for the Cakes today," Pinkie sighed and groaned. "Of all the rotten luck. Why do they always have to pop up at the worst possible times? Can't a super villain for once show up when I have nothing else to do?"

As he suited up, Cheese simply replied to his wife. "Hey, we both knew this kind of thing would happen when you agreed to take me on as your partner. Now come on, no time for long faces! We've got a doozy of a super villain to catch!"

* * *

It didn't take long for Spider Mare and Black Cat to track down the source of the flare ups! The Shocker was already doing a good job of drawing attention to himself, using his gloves to blow up stands and overturned carts as frightened ponies rushed for any shelter they could find!

"Out on an early probation, Shocker?" Spider Mare half taunted, half scowled as she swung towards him and kicked the villain hard in the chest, knocking him backward briefly. "Or is this the work of your boss?"

"Zip it, wall crawler!" Shocker growled as he adjusted the knob on his belt and then threw an electrified punch. Spider Mare barely had time to dodge it to the side. "I already blabbed too much! Boss made it clear, I talk anymore and I'm dead! And if there's one thing you should know about my boss, he makes good on his threats!"

Black Cat simply remarked. "Well, that's quite the unlucky break for you. Here I was hoping we could end this peacefully, you tell us what we want to know and you'd get to take a nap."

"Get this straight, I ain't afraid of either of you! And no jail cell can hold me!" Shocker vowed. "But I'm not just gonna sit around and let you beat me," A few electrified punches was all it took to make a mess of the market (now mostly void of ponies). "You wanna arrest me?! Well you're gonna have to catch me first!"

"Come back here, Shocker! You can't escape!" Spider Mare yelled, swinging rapidly just to keep up with Shocker. All the while she was shaking her head and asking herself. "Why do they always run? It's not like it ever makes a difference, I always get my prey in the end."

"Guess the Shocker still needs a few lessons. And we're just the ponies to teach him!" Black Cat declared as he pulled out his staff and started swinging. "But we'll have better luck if we split up! I'll try to corner him from ahead, you close off any escape routes from the back!"

Spider Mare nodded. "Sounds like a plan! Let's just hope it works better than our last one," Under her breath she added. "Though I guess that's what happens when I get careless. Definitely been a while since I've had a villain challenge me like this."

* * *

The Shocker kept on running, occasionally firing off an electric blast from his gloves in a vain attempt to shake off his pursuers.

Naturally, Spider Mare couldn't help but get in a few taunts here and there. "Guess your aim ain't all it's cracked up to be, Shocker. You really couldn't hit the broadside of a barn!"

"I'll say!" Black Cat added with a grin. "My mother can shoot better than you! Heck, my grandmother can shoot better than you! And I mean it, you don't wanna mess with my grandma when she's in a bad mood!"

"Stop mocking me!" Shocker growled as he kept on running. "The rumors are true, you really _are_ in love with the sound of your own voices! How does anypony tolerate you?!"

"Simple, we're not two bit criminals like you." Spider Mare answered, swinging low enough to shoot a ball of impact webbing.

The Shocker destroyed it effortlessly with his gloves. "Not good enough! You may be strong, web spinner, but I am too!" Then he ducked into an alleyway.

Spider Mare just grinned. "Perfect," She said to herself, eyeing the metallic symbol on her chest. "I've been waiting for the perfect opportunity to field test this. Now let's see what Twilight's little Spider Cam can really do!" With a few twists she was able to pull out the metallic spider symbol, and a simple touch was enough to activate it.

Black Cat, meanwhile, was perched on a rooftop looking directly down at the alleyway. "Oh my my. The big, bad Shocker has stumbled upon a stray black alley cat. Oh, whatever shall I do?" He taunted with fake worry, before leaping forward not unlike a cat pouncing! He leaped directly over Shocker, landing behind him and grabbing him by the shoulders. "Unless you wanna get a taste of my new freeze blast, and be stuck with icicle for legs, I suggest you start talking."

Shocker struggled to shake off Black Cat as Spider Mare watched from afar with her Spider Cam. "I told you already, I can't talk! If I do the boss will kill me!"

"Please, we can protect you! We can arrange to get you out of town!" Black Cat pleaded.

"Yeah!" Spider Mare called through the Spider Cam. "There's lot of maximum security prisons in Equestria. We could put you in one under armed guard. No one would be able to lay a hoof, claw, or other extremity on you."

Shocker shook his head. "You think I'm gonna fall for that?! After what happened those prisoners in Manehattan last night, nowhere in Equestria is safe!"

"What?! A jailbreak?!" Spider Mare and Black Cat both gasped together! This was the first they were hearing of such a thing!

Shocker grinned, taking advantage of the opportunity to flip Black Cat (who thankfully landed on his hooves) and then shoot down the Spider Cam with a blast from his gloves. "Guess you haven't read the papers yet. It was headline news. Four of Equestria's most wanted super villains were being transferred in an armored convoy, when it was suddenly ambushed and someone freed them. They don't know who or what did it yet. The guards overseeing the transfer are still in the hospital, all bandaged up and unable to say a word," He was quick to add. "I'll be lucky if that's the worst that happens to me. You can make all the vague promises you want. I know how you super hero types operate! I'm not going back to jail, and I refuse to talk!"

Spider Mare leapt down from the roof she'd been standing on, touching a familiar button on the side of her suit. "Well it's one or the other, pal! And you're going to find out the hard way that we have ways of making you talk!" Soon, she had dawned her familiar Spidey Armor. "Might wanna cover your ears for this one!" She warned, and Black Cat heeded the advice, for he knew what was coming.

Poor Shocker had no time to react as a sudden sonic blast not only assaulted his ears (before he had the sense to plug them with his gloves) but also pushed him back considerably! With an audible thud he slammed into a dumpster and fell to the ground. He rose a moment later, appearing to clutch his chest with his gloves as the blast ended. "You think that scares me, wall crawler?!"

"It should," Spider Mare grinned as she eyed the Shocker. "But if you don't believe me, just try out your gloves. You're gonna be in for a real... well 'shock'."

The Shocker did indeed try. However, when he thrust his gloves forward to prepare to fire an electrical blast, he found that they wouldn't do anything other than spark harmlessly. "No!"

"Oh yes," Spider Mare insisted as she trotted towards Shocker. "Just as I predicted. My sonic blast shorted out your circuits. Looks like you're gonna have to come up with a new name for yourself, seeing as you're not gonna be shocking much of anything anymore."

* * *

But before Spider Mare could do anything further, a familiar voice called out. "That's quite enough, wall crawler. Don't you lay a hoof on him."

Spider Mare spun around, surprised to see Martin Lee with Officer Copper Top. "Mr. Lee?!" She exclaimed in shock! "What in the name of Celestia are you doing here?! Don't you know who this is?!"

Martin Lee nodded as he trotted forward quite unconcerned. "Oh, I do. He is one of the many ponies from my homeless shelter, Hector 'Watt' Sparks," He proceeded to pull off the mask, revealing a battered looking earth pony stallion with a dark black coat, red eyes, and an electric blue mane and tail that appeared frazzled, as if they'd been hit by a bolt of lightning. "He used to be an electrician, before a string of unfortunate power outages that he was blamed for caused him to be fired. He hasn't been the same since. It saddens me that he was able to escape my custody and cause all this trouble."

"You knew all along?! And yet you didn't tell me?!" Spider Mare remarked as her eyes narrowed.

"I didn't think it concerned you, wall crawler. I thought you could be trusted not to play too rough," Martin Lee scolded with a shake of his head. "But it seems I was wrong. You allowed an innocent, troubled stallion to be sent to jail all because he got mixed up with the wrong crowd. He doesn't belong there, he belongs with me. My shelter can rehabilitate him, make it so that he isn't a threat to society."

Black Cat was all but speechless. "Can he really do that?! Does he really have that kind of authority?" He inquired of Copper Top.

Copper Top nodded her head slowly. "I'm afraid he does. He is well within his rights to decide how best to handle a pony from his shelter. He came to me first thing this morning and told me how much he regretted not saying a word about Hector's condition. Working for someone as cruel as Mr. Negative turned an already troubled pony into a dangerous stallion who lacked an outlet for his anger. And I'm afraid he took it out on innocents. However, Mr. Lee and I were able to work out a deal."

"I will be taking Hector back to my shelter, and he will be given the mental help he so desperately needs," Martin Lee insisted as he approached Hector and lifted him up. "In return, I agree to pay his outstanding fines and warrants, as well as post the bail. And Officer Copper Top was quite insistent I take Hector in _before_ I made the payments. I have the paperwork to back it up if you don't believe me."

Copper Top then added. "And it is my duty to inform the both of you, Black Cat and Spider Mare, that if you touch Hector at all or interfere with his treatment, you can both be held accountable for any and all future damage he causes. To say nothing of the possibility that you might have to go to jail," She let out a sigh. "I don't like it anymore than you two do, but the law is the law I'm afraid. My hooves are tied."

Martin Lee placed a hoof over Hector's shoulder, carrying him out of the alley. "Now then, Hector. You've taken quite the beating today. Fortunately, my new secretary will be more than happy to fix you up her homemade soup. And then we can schedule a visit with the local therapist, at no additional cost to your room and board of course."

Spider Mare and Black Cat could only stand there in utter speechlessness! Their only remaining lead had just been taken away, and there was nothing they could do about it. To say nothing of the still shocking news about the prisoner escape. It seemed as if things had taken a turn for the worse for our web slinging crime fighters.


	8. Starlight's Research

With no leads to go on, the crime fighters were left with nothing to do but lick their wounds. And in Pinkie's case, an emergency visit to Starlight to get the Spider Cam repaired without Twilight knowing it. Fortunately, Starlight had her own lab within the castle that could be accessed without Twilight's knowledge.

Starlight noticeably frowned as she examined the damaged machine with her magic. "Gotta say, Pinkie. This is a new record. Twilight gave you that camera just a day ago, and you've already wrecked it."

"But you can totally fix it, right?" Pinkie pleaded. "I promise I'll be more careful with it. And I'd hate for Twilight to find out after she worked so hard on this new creation."

Starlight held the machine aloft. "Well, I think I can do it, but it'll take some time. It's not going to be a perfect fix."

"That's fine. I don't have anything else to do," Pinkie admitted with an unhappy sigh. "Now that Martin Lee's taken The Shocker away, Cheese and I lost the only lead we had so far," She angrily kicked the ground. "It's just not fair! Martin Lee won't tell me anything, and with Shocker in his care I can't do a thing. I hate feeling so helpless!"

Starlight placed the camera on a table to start working on it. For the unicorn it was quite difficult to work when one hoof was artificial. But she'd been used to it for some time now, so it wasn't so much a burden as it was an annoyance. "If anypony knows what that feels like it's definitely me. After The Rhino's attack, I knew I should've felt lucky to be alive but I just felt like I was a burden to Twilight. She took me in out of the kindness of her heart, and just as I started showing promise with my studies it all got cut painfully short," Her lips appeared to quiver a little as she added. "But you know what? Since the attack, I've come to realize that everything happens for a reason."

Pinkie was most intrigued, especially as she recalled Twilight's statement earlier about Starlight's personal research that remained a mystery. "Would it have anything to do with you insisting on your own lab now?" She wondered. "I know you're not exactly Twilight's student anymore, but you still live here."

Starlight paused briefly in her work to turn to Pinkie. "Yes, that's a very big part of it. And I feel like I'm on the verge of a breakthrough, one that will revolutionize the world as we know it!" With eyes all aglow the unicorn proceeded to explain. "You know about lizards, right? If they lose their tails for any reason, they just grow a new one and it's like it never happened. After studying them for a bit while working on a permanent solution to my prosthetic hoof, I started thinking 'What if there was a way to duplicate the results in ponies?'"

"Sounds... interesting, I suppose," Pinkie replied with a shrug. "I've had to improvise solutions on the fly before, and just maintaining my web shooters is a constant undertaking. I'm not sure I see how that's so groundbreaking, though."

"Just think about it, Pinkie," Starlight boldly insisted as she raised her other hoof (the normal one). "I'm not talking about growing back tails! No no no! We need to think big, and we need to think bold! Imagine the possibilities if ponies could grow back missing limbs like a lizard grows a new tail. Not just hooves, but also wings from pegasi, and horns from unicorns, they could all be grown back good as new. Same goes for eyes. Those brave stallions and mares in the royal guard that throw themselves into danger and pay the price for it, they'd be freed from relying on patches and prosthetics! They could walk, fly, and use magic like nothing ever happened! We would live in a world where such physical traumas were banished forever, never to return! Wouldn't that be lovely?"

Pinkie pondered the proposition as she put a hoof precariously to her chin. She was silent for a moment as Starlight's words slowly sank in. "It all sounds like a good idea, Starlight..." She began.

"-See?! Told you it was a good idea!" Starlight proudly declared.

However, Pinkie was quick to add in. "-But that's exactly what the scientists behind that experiment which gave me my spider powers thought. And something tells me that a pony receiving all the powers of a spider wasn't one of the things they were hoping their research would produce. It's why I developed so much of the spider tech myself originally, I didn't want anypony else to start experimenting with my abilities. I feared somepony might attempt to duplicate the results."

"I see your point, Pinkie. Which is why it's still strictly a hypothesis for the time being," Starlight replied to her friend. "I haven't yet begun to set up a reliable way to test it. And I know that if I proposed the idea to Twilight, she'd say no too for similar reasons. Though in her case it'd be more of the 'It's too dangerous' argument. But I really believe it could be a benefit to all of Equestria, maybe even beyond!"

"Funny, that's exactly what Filthy Rich believed when he created The Scorpion," Pinkie commented. "They always say the path to Tartarus is paved with good intentions," Then she decided to change the topic. "Well, I guess I'll leave you to work on the repairs for my Spider Cam. Send me a note when it's all done, and I'll come to pick it up. Fiddling with that should keep you occupied for the near future."

"Wait! Before you go, there is something I'd like to give you," Starlight offered. "If you'll let me see your web shooters for a moment."

"What are you gonna do with them?" Pinkie asked, even as she reluctantly obliged and showed her web shooters to Starlight.

The unicorn lit up her horn, aiming a spell at the wrist mounted devices. A light tingling sensation worked its way through Pinkie's body as her web shooters were surrounded in the soft glow of Starlight's horn. It stopped a moment later.

"There," Starlight smiled. "It's not much, but I was able to modify your web shooters to include a rapid fire option. Just quickly press the button and you can shoot as many cartridges as you can carry. Of course, you'll have to be careful using it since it'll eat up webbing very fast. So try not to get carried away with it, okay?"

"Okay," Pinkie nodded to Starlight. "You know, the funny thing is, I'd been meaning to give my web shooters just such an upgrade for a long time now. But I could never make it work, every time I tried it would ruin my web shooters and I'd have to repair them. Took a very long time. This new feature might be useful if I ever get backed into a corner, and I'll bet I could mix it with different types of webbing too."

"Guess you'll have to figure that out on your own time," Starlight suggested. "And if you need some leads, why not check Town Hall? Mayor Mare may know something about Martin Lee that we don't."

"Great idea!" Pinkie declared as she slipped into her Spider Mare costume. "Thanks for the advice, Starlight."


	9. Trouble at Town Hall!

Taking Starlight's advice, Pinkie Pie traveled to Town Hall. Though she was in such a rush as to use her spider costume, she didn't dare keep it on to go inside and talk to Mayor Mare. Despite Martin Lee's apparent hostility, Spider Mare still had a public image that was positive. Pinkie didn't want to do anything that would risk damaging said image, especially since she had no way of knowing what she would turn up on Martin Lee (or if she'd even turn up anything at all).

Because of her work at Town Hall, particularly in the archives room where all manner of important documents were kept, Pinkie Pie had almost unrestricted access. Almost. Mayor Mare still needed to approve.

And so it was that Pinkie's destination within Town Hall was Mayor Mare's office rather than the archives room itself. Mayor Mare was her usual, cheerful self as Pinkie approached her desk. "Pinkie Pie. Such a wonderful surprise to see you here today," She adjusted her yellow rimmed glasses. "Is there something I can help you with? Or have you just come to sort out all the archives again? I didn't know it had gotten to be that time already."

Pinkie shook her head. "No, Mayor Mare, that's not for another two weeks at least," Clearing her throat, the pink party pony proposed her planned intent. "I was hoping you could grant me access to the archives anyway, though. I need to do some more research on Martin Lee."

Mayor Mare just smiled as she rose from her desk. "Hoping to plan a party for him, aren't we? I don't blame you for coming to me, Martin Lee seems to prefer to keep to himself quite often. Most ponies tend to forget he even exists," She trotted alongside Pinkie. "Follow me, please," As the two made their way to the archives Mayor Mare asked. "So, what exactly is it you'd like to know about him? And what brought this sudden interest up exactly?"

"I didn't really think about it at first, but my Aunt Suzanne's been working for him for quite a while now," Pinkie innocently answered. At least that was true. "He's practically her boss. But I'd really like to know more about him. Where he came from, what brought him to Ponyville, where he got the idea for his homeless shelter, those kinds of things. From what little I have, it seems like he just showed up out of the blue one day."

Turning a corner toward the archives room, the elderly mayor just chuckled as she threw back her head. "Nopony just shows up without an explanation. Especially not on my watch. Only Spider Mare and Black Cat remain a mystery to me, and that's because I've never actually met them face to face," Entering the room a second later, she trotted over to the carefully organized drawers. "Now then, let's see what there is on record about Martin Lee."

Pinkie rushed over to the drawer with the "M" folders in it, scrolling back and forth over them until she pulled out the one that read "Martin Lee". She opened up the folder, her blue eyes scanning everything in it carefully. But to her surprise, despite scanning and re-scanning the only things she could turn up was a photo of Martin Lee at the official opening ceremonies of his homeless shelter, and a copy of the _Ponyville Express_ that reported on said opening ceremonies. That was it.

But that couldn't be right. There had to be more to Martin Lee than just that. "This is it?! You've gotta be kidding!"

Mayor Mare trotted over. "That's odd. I could've sworn there were a ton more things in this file when I submitted it to the archives here. And I'm pretty sure they were there last time I checked."

"_Of course!_" Pinkie realized but didn't say out loud (as not to give away her cover)! "_Those criminals Cheese and I busted a few nights back! They must've been a distraction, meant to lure us away! I'll bet The Shocker was a distraction too, so that Mr. Negative could steal Martin Lee's file! But why? What could possibly be in Mr. Lee's past that Mr. Negative or anyone else would want to exploit?!_"

"Wait, hold on!" Mayor Mare suddenly called out as her eyes noticed something upon the floor that had fallen out when Pinkie had snatched up the folder. Picking it up with her hooves, she examined what appeared to be a newspaper clipping. After reading over it for a moment, it almost slipped from said hooves as she let out a gasp of shock!

Said gasp drew Pinkie to the clipping. It contained only the headline of a report from the _Baltimare Times_ but the headline contained within was quite shocking! The last sort of thing one would expect to find in any sort of public record. It read in large, unmistakable letters "Prison Ship Sinks In Killer Storm: Crew And Inmates Assumed Lost at Sea as Recovery Turns Up More Bodies"

"I remember hearing about this. That was one of the saddest days in Equestria's history," Mayor Mare glumly commented. "The ship captain was one of the best in all of Equestria. Heck, I knew him well. He once worked for me when I was just starting out as a clerk," An unhappy sigh left her lips. "They never did find all the bodies. But why would Martin Lee keep such a thing? Why would anypony want a reminder of such a tragic and horrific event? It makes no sense."

* * *

Just then, Pinkie Pie felt her 'Pinkie Sense' unexpectedly flare up! She recognized the warning sign, a twitchy tail! That meant something was gonna fall! A second later there came a loud rumble and the whole building began to shake!

Ponies inside began to scream, fearing that it was an earthquake! Pinkie knew better, this was no earthquake! "Mayor Mare, watch out!" She shouted, quickly leaping at the elderly mare and tackling her to the ground mere seconds before there came a deafening kaboom! A massive hole opened up right where Mayor Mare had been standing, and a strange, red mist began to fill the room!

Even as the red mist blocked all else from view, it was possible for Pinkie to see a mysterious stallion enter. He appeared to have the colors and features of a photo negative, complete with a ghostly white coat and a face as black as the night when all stars were blocked out by clouds. His cutie mark was impossible to make out, however.

The stallion spoke not a word, he just grinned as he scooped up the newspaper clipping and left through the opening he had created.

"_Could he be Mr. Negative?!_" Pinkie thought to herself. Before a sickening cough drew her attention to more pressing concerns. Mayor Mare had been shielded from the blast, but now the mist seemed to be slowly affecting her! "Hold on, Mayor Mare! I'll get you out of here!" Pinkie quickly scooped up the mare, opting to rush out through the opening the blast had created.

Once outside it became clear that someone or something had managed to blow a huge hole in the side of Town Hall! The gazebo like structure now started to sag to the right, and it looked like it was in danger of collapsing!

"Stay there, Mayor Mare! I'll go get help!" Pinkie instructed to the mayor! Now she'd have a cover story for slipping away in order to slip into her spider costume. And as she did so she was silently hoping. "_Cheese, you'd better have felt what I felt! This is a doozy, and I have a feeling it's gonna take the two of us just to get everypony out safely!_"


	10. Aftermath and Confrontation

Donning her Spider Mare outfit, Pinkie quickly swung back around to Town Hall, ready to lend a helping hoof! "Never fear, everypony! Your friendly neighborhood Spider Mare is here!" She immediately swooped down toward Mayor Mare, helping her to stand. "My friend Pinkie Pie told me you need help."

Coughing and stumbling a bit (due to still being disoriented from the blast) Mayor Mare replied. "You must hurry! Town Hall looks like it could collapse at any moment! Please, you've got to get everypony out before it's too late!"

"No worries, Mayor Mare! Spider Mare is on the job!" Spider Mare gave a salute and then swung forward into the building. The mask helped to shield her from the lingering red cloud that filled the air. "Okay, everypony! Time to put those emergency evacuation plans to good use," She instructed. "You know the drill. Remain calm and proceed to the nearest exit. Those who can stand, try to help those who can't."

"Spider Mare!" A young, raspy sounding voice called out. "Over here! Help!" The web slinger rushed to the source of the voice, and even after all that she'd seen over her many years of crime fighting, she was still not prepared for the sight that greeted her eyes!

There was Sandbar, conscious but covered in bruise and scratch marks that stained every inch of his coat. Dust from the rubble had gotten into his mane and even his face a bit. And he lay pinned beneath a support beam that had collapsed in the explosion, unable to move.

"Hold on, Sandbar! I'll get that pillar off of you!" Spider Mare declared as she carefully kneeled down before the young colt and put her hooves under the massive beam. With her enormous strength, lifting it was no trouble. But she couldn't just toss it aside and let it fall. "_There's no telling what this beam's holding up! If I'm not careful I could bring the whole building down!_" She thought, before eyeing her web shooters. "_Guess it's a good thing Starlight upgraded them not too long ago. Time to put the rapid fire option to good use!_" So with just a flick of the wrist she had activated the rapid fire function, and was firing off several bursts of webbing to encase the beam and hold it in place. "There, that oughta do!" She declared as she then pulled Sandbar free.

Sandbar tried to stand, and immediately upon doing so pain surged through his body. He kneeled down and whimpered, struggling to keep from crying. "My hoof!"

Spider Mare inspected the aforementioned appendage. It looked like it bent in ways hooves weren't supposed to be bent. The beam collapse must've broken it. Normally, she knew the procedure for such cases was to not move the patient until the injured limb was set in a sling. But something told her that simply staying put with Sandbar was not an option. "Sandbar," She instructed in a serious tone of voice. "I need you to do me a favor and hold still. This is gonna feel really strange, but I promise you it's for your own safety."

Sandbar adopted the best brave face he could. "I trust you, Spider Mare. With you by my side, I'm not scared of anything. Because I know you aren't," Then he gave a raspy chuckle. "It's funny. I always wanted to be just like you and to meet you. Now I see why my parents always said being a superhero's harder than it looks."

Spider Mare quickly webbed up Sandbar's injured hoof, molding the webbing into something that loosely resembled a gauze cast. "That should protect your hoof for now. We'd better get you out of here, there's no telling how long we've got 'til this place collapses!" She instructed, before scooping up the young colt. "Hang on tight, kid!"

* * *

Spider Mare brought Sandbar outside and set him down on the ground just as paramedics were starting to arrive at the scene. Town Hall hadn't collapsed yet, and it seemed like most of the ponies that had been inside had already gotten out safely (though many of them were coughing, no doubt due to the dust and the lingering red cloud).

At that moment, who should show up but Black Cat with Officer Copper Top? "Hey, Tiger," Black Cat greeted. "Seems like you've been awfully busy today."

"Black Cat! Oh, you don't know the half of it!" Spider Mare exclaimed as she rushed forward and hugged Black Cat with all her strength. "Long story short, Mr. Negative attacked Town Hall! He set off some kind of bomb, and the whole building looks like it could collapse at any moment!"

"Not if we can help it!" Black Cat declared. "Looks like you've already gotten just about everypony out. I'll do a quick sweep of the building, then I'll see if there's anything we can do to secure the building. Maybe we can't stop it from collapsing, but at least we can buy time for everypony to clear out."

"What about Mr. Negative?" Spider Mare wondered. "It turns out he's been stealing files on Martin Lee, no doubt to use as black mail or some other kind of leverage."

Officer Copper Top gasped in realization! "That must be why we couldn't find anything on him! And that probably explains how Martin Lee was able to get custody of the Shocker. Mr. Negative must've played in a role in it," She hung her head. "I can't believe it. He was right under our noses the whole time, but we never thought to check for the obvious. He even had me unknowingly being played for a sap."

Spider Mare shook her head. "You didn't know, none of us did. You were just following the law, and I don't blame you for doing it," She then commented. "But Mr. Negative can wait. Right now, I need to make sure innocent ponies don't get hurt. Being Spider Mare means it's my responsibility to put others before myself. Besides, it shouldn't take long. I got most of the top priority targets out."

Spider Mare and Black Cat then rushed back into Town Hall, inspecting each room and every nook and cranny for any sign of survivors who might still be trapped. A few workers who had escaped the blast unharmed had chosen to huddle down at their desks, terrified and frightened to an unbelievable degree. Fortunately, it didn't take much for them to be convinced to leave.

Black Cat and Spider Mare then inspected the source of the blast and its surroundings. Right where the bomb had been detonated there were left over metal fragments and a strange, red powder like substance that coated the blast marks.

Black Cat reached out a hoof, but Spider Mare swatted it aside as her body twitched all over! "Don't touch it! I don't know why, but I have a very bad feeling about it! My senses tell me it's dangerous, perhaps even fatal!"

"Fair point. Not sure why _my_ senses didn't kick in, guess they're not quite as fine tuned as yours," Black Cat declared. "Still, Twilight will definitely want a sample of this. Never know, may come in handy." He took out a vial and used his staff to brush some of the powder into it.

Meanwhile, Spider Mare was inspecting the surrounding structure. "I'm no engineer, but it looks like the blast just barely avoided the main support beams. If they'd been taken out, the whole building would've collapsed right then and there!" She commented, breathing a sigh of relief that such hadn't been the case. "It looks like Mr. Negative did that on purpose. For whatever reason, he didn't want to crush everypony inside. He just wanted to use the explosion to get into the archives and steal Martin Lee's file."

"Even so, this building looks unstable," Black Cat frowned. "I think our webbing could prop it up for another hour or two, but the support beams have been weakened beyond repair. They'll need to be replaced. And that means Town Hall's gonna be out of commission for a while."

"Well, at least with our help we can give everypony time to clear the area and make sure no one tries to go back inside," Spider Mare declared as she and Black Cat shot their webbing at the support beams, thoroughly encasing them. "There, that should hold for now."

Black Cat then looked across to her partner. "You worry about Mr. Negative. We can't let him get away with this! I'll spread the word, and stay to assist the rescue workers. I'll join you as soon as I can, but we both know you're a faster web slinger than I am."

Spider Mare nodded in agreement again. "Good thinking. But join me as soon as you can. And give me a shot if something comes up. For all we know, Mr. Negative might still be lying in wait to ambush one or both of us."

* * *

With Town Hall secured for the time being, Spider Mare reluctantly parted ways with Black Cat and set off in pursuit of Mr. Negative. "I won't let you get away with trying to hurt Ponyville, or threaten Martin Lee," Spider Mare vowed to herself. "You can run but you can't hide, Mr. Negative! I'll find you, and I'll make you regret ever deciding to show your face in the town I call home."

But Mr. Negative had left no trail behind for Spider Mare to follow. No hoofprints, no marks, not even traces of red dust. It as was if he'd turned invisible and disappeared. But that couldn't be! Could it?

Spider Mare shook her head. She was way overthinking things. Mr. Negative was clever, but he wasn't that clever. "_Think, Spider Mare!_" She thought to herself. "_Where would he go now that he has that file on the ship wreck in Baltimare?! It's obviously incriminating for Martin Lee somehow. So there's only one place he'd go, straight to Martin Lee himself!_"

With that, Spider Mare began to pick up speed! Bound for Martin Lee's shelter that was all the way across time. "Hang on, Martin Lee! I'll save you from whatever Mr. Negative's put you up to! I see now, you were acting so aloof and distant because you couldn't mention he was blackmailing you. Of course Mr. Negative would want you to detest me, I'm the one who poses a threat to his plans."

The web slinger kept that thought at the forefront of her mind as she reached Martin Lee's shelter. To her surprise, Aunt Suzanne was outside and appeared to waving to her. "Pi-er... Spider Mare!" She quickly corrected herself. "Oh thank goodness! I thought something awful had happened to you!"

"No worries, Miss. Suzanne," Spider Mare replied in as heroic a voice as she could manage. "Your niece is just fine, I saw to that myself. I wish I could chat, but I need to stop a certain Mr. Negative from blackmailing a certain Martin Lee."

"You'd better be quick, then!" Aunt Suzanne quickly blurted out. "I didn't see Mr. Negative, but Martin Lee looked to be in an awful hurry after he heard about the attack on Town Hall! He said he'd be in his office and didn't want to be disturbed. Which is funny considering today was the first time in a long while I've seen him leave his office for anything. And he didn't give a reason, just said he had some business to take care of."

Spider Mare quickly rushed into the shelter. "I have to put a stop to this, once and for all!" She was fully prepared to confront Mr. Negative and free Martin Lee from his influence!

* * *

Inside the shelter, Spider Mare ignored all the glances and aside comments that were directed at her. She simply made a beeline straight for Martin Lee's office and flung it open! "Okay, Mr. Negative! This ends here and now! I don't know what your plans are for Martin Lee, but you're not carrying them out on my watch!"

However, to the surprise of Spider Mare, the desk chair spun around and the familiar presence of Martin Lee greeted her. "Spider Mare?! How dare you burst into my office like this! I thought I told you already, I have no relation to that Mr. Negative fiend! If you're here to make me release The Shocker, you can forget it! He's getting the help he needs, and he's free from your destructive impulses!"

"Zip it, Mr. Lee!" Spider Mare vowed as she slammed her hooves on the desk. "I know for a fact that Mr. Negative's blackmailing you! I saw him steal a newspaper clipping from your file at Town Hall! Whatever kind of leverage he has over you, you can tell me. I can help you!"

But at that moment the office door suddenly swung shut! And was it Spider Mare's imagination, or had a cold wind suddenly started blowing through?

Martin Lee seemed to be laughing as he sat back in his chair, flashing a rather unnerving grin at the web slinger.

"Mind telling me what's so funny, Martin Lee?!" Spider Mare demanded. "This is not a joking matter!"

"Oh, I think it is," Martin Lee declared. "I thought you were smarter than this, wall crawler. But I suppose I shouldn't be too surprised, this is a secret I've gone to great lengths to maintain. So you should feel privileged."

Spider Mare stepped back. "What are you talking about?! Where's Mr. Negative and what does he have over you?!"

"You really wanna meet Mr. Negative so badly?" Martin Lee suddenly commented in an eerie tone of voice. "Well, I believe we could arrange that. Give me just a second, if you wouldn't mind." As soon as he'd spoken those words his eyes began to flash, almost like someone had taken a picture with a camera. In the blink of an eye, Martin Lee's entire body began to change, taking on the appearance of a pony in a photo negative!

Spider Mare gasped in surprise! "No, it can't be! Y... you were Mr. Negative this whole time, Martin Lee?!"

Mr. Negative nodded. "Of course, Spider Mare. After all, there are two sides to everypony. A good side, and a bad side. One positive, the other negative."

"But... but that can't be! How could Martin Lee ever be connected to you?! It makes no sense!" Spider Mare stuttered in shock.

Mr. Negative flashed a creepy smile. "I don't see why I can't fill in the gaps on your knowledge. After all, you won't be escaping to tell a soul," As he trotted towards Spider Mare he added. "Don't bother with the door, it's locked tight! No one is coming to save you this time! Not even your precious husband, the Black Cat! Yes, that's right! I've been keeping tabs on the both of you, I know all. Even that which you have gone to great lengths to hide. It wasn't hard to notice. Pinkie Pie and Cheese Sandwich are never in the same place at the same time as Spider Mare and Black Cat. That's hardly coincidence," Grabbing Spider Mare and throwing her into the desk chair (which toppled backward), he explained. "The actual Martin Lee perished long ago! He was one of the prisoners lost at sea in that ship wreck."

"But if you're not Martin Lee, who are you really?!" Spider Mare demanded.

Mr. Negative shook his head. "I have no name besides Mr. Negative. I can't remember who I was before, for I too was aboard that ill fated vessel. I don't even remember how I survived, the entire accident has become a blur. I suspect the entire event was so traumatic I blocked it out," Then he added. "Martin Lee just happened to be the first name I came across aboard the ship's log, the only thing that survived the wreckage. I originally wanted to make it big in Baltimare, but when I started learning about your super powered exploits and all the foes you'd taken down, I knew I'd have to adjust my plans."

"What plans?!" Spider Mare growled as she tried to swing at Mr. Negative, only for him to block the blow with minimal effort.

"Like I'd tell you!" Mr. Negative firmly vowed. "This is the end of the line for you, Spider Mare! Even you will succumb to your negative side, just as I did long ago! And don't worry, I'll be visiting your precious Black Cat very soon! His nine lives of luck are about to run out!" He then began to shoot energy shockwaves at Spider Mare!

Spider Mare struggled in vain to keep them from overwhelming her! Negative thoughts of anger, rage, and sadness started to envelop her mind. "You... I will... This isn't..." She began, only for the rest of her words to fade before they could make it out. Her eyes grew heavy and she collapsed to the floor of the office.

Mr. Negative cackled with glee. "When you wake up, Spider Mare. You will be mine!"


	11. With Great Power

Pinkie's eyes fluttered open and she woke with a start as a cold sweat worked its way down her body! Panting in horror, she quickly took in her surroundings. Something about them seemed off, they were too familiar. "_Wait a minute! I know this place!_" She thought to herself as her vision slowly expanded. She was sitting up in a bed, the sheets clumsily tossed halfway aside, various books and papers scattered about the floor with no rhyme or reason, and a closet that was halfway shut, to say nothing of a familiar mirror that lay at the other end of the room.

In short, Pinkie Pie found herself inside her bedroom from when she lived with her Uncle Al and Aunt Suzanne. But how did she end up back here? The last thing she could remember was finding out the true identity of Mr. Negative, and then it was if she'd gone to sleep. But a quick look at herself indicated that she wasn't wearing her spider costume and neither was it hung up in her closet. It seemed to have vanished, almost as if it had never existed before at all. "What's going on?! What am I doing here?!" Pinkie thought out loud. "This isn't right!"

Just then there came a knock at the bedroom door. A familiar voice called out from the other side. "Hey, kiddo. You awake yet? You've been sleeping for nearly half the day now. Your Aunt Suzanne and I are starting to worry."

Pinkie threw aside the covers completely and jumped up! "Uncle Al?!" She exclaimed, more in confusion than relief. Her Uncle Al was dead, wasn't he?

"Yup, that's me," The voice confirmed. "Sounds like you're awake. I'll tell your Aunt Suzanne to start cooking your favorite meal, a grilled cheese sandwich."

"_But that's not my favorite meal. When did I ever consider that my favorite meal?_" Pinkie thought to herself. "_This has to be a dream or something. Maybe some kind of illusion or curse? But then, how come it all feels so real?_" She shook her head, unable to think about those thoughts in great detail. She'd figure them out in due time. For right now, Uncle Al (or at least whoever was pretending to be him) clearly didn't want to be kept waiting.

* * *

Pinkie ate her meal in silence, taking in every detail of the stallion who appeared to her Uncle Al. It sure looked like him, even down to the thick black glasses, curly orange mane and tail, and bluish-green eyes. Not to mention a cutie mark depicting several playing cards.

When Pinkie had finished off the last bit of her sandwich and had swallowed, Uncle Al approached her. "Since it's a weekend and you don't have any homework to do, how's about challenging your favorite uncle to a game of cards? Crazy eights sound good? I got a feeling today's your lucky day."

"_Did I travel back in time?! Crazy eights was the game Uncle Al wanted to play the last time I saw him alive!_" Pinkie realized with shock. And she immediately blurted out. "Uncle Al, what's going on?! You're... you're dead! The robber... upstairs... he surprised you! You died! This... this isn't real!"

Uncle Al only laughed as he adjusted his glasses. "My my, sounds like you had quite the nightmare last night, kiddo. It's okay, I'm right here and I'm not going anywhere."

"But... but I... Spider Mare... I couldn't save you!" Pinkie protested. "You're not really my Uncle Al! This is all a dream!"

Uncle Al let out a sigh. "Seems like somepony's been reading too many comics again," Then he adjusted his glasses once again. "I guess crazy eights isn't the right game to play. I think it's time I taught you a real game," He pulled out a deck of actual playing cards and not ones with goofy characters or colors on them. "Prepare yourself, because I'm going to teach you how to play gin."

The stallion proceeded to walk Pinkie through all the steps of playing, including how to knock and end the game. Pinkie reluctantly played along. It seemed like no one believed her. It was as if her Uncle Al's death and all that had transpired after it had been erased. Maybe she had just dreamt it all this whole time and not known it?

Uncle Al laughed as he put the playing cards back into the deck, shuffled it, and then dealt out a new hand. "Hey, come on, kiddo. Don't feel too bad about losing. Gin's my all time favorite game, I used to be really good at it. In fact, I almost made a career out of it."

The downtrodden party pony's ears perked up. "You did?!" When her Uncle Al nodded she was quick to ask. "Why didn't you?! You could've made a name for yourself, you could've been rich and famous!"

"Because, Pinkie, I met my darling Suzanne. And I came to realize that there were more important things in life than cards and playing games," Uncle Al explained. "Why do you think I'm always so fond of saying 'With great power, comes great responsibility'? It's an old saying that's been passed down in my family for generations, a motto we always strive to live by no matter what. I came to realize in that case that my special talent, my power if you will, wasn't to play games for my sake but to use the game to bond with others. There's so much ponies won't talk about directly, but you challenge them to a game and get them to relax, and they'll open up like your textbooks. Of course, I only use my powers for good, never for evil. I don't use it to uncover secrets about other ponies. If they don't wanna tell me about certain things, I don't pry."

"I... can't believe you never told this before," Pinkie commented. "All these times we played crazy eights and just chatted, I thought nothing of them."

The glasses wearing stallion just grinned. "Well, there's always more to everypony than first meets the eye. Looks can be deceiving. I suspect there are things about you that even I don't know, things that may not even be my place to know."

* * *

Suddenly, however, the peaceful mood was shattered as a loud crash came from upstairs!

Pinkie felt her body twitch all over, she recognized the signal almost immediately! No, it couldn't be!

Uncle Al didn't appear to notice how troubled Pinkie suddenly became. He just got up from his comfy chair and sighed. "Probably another kid with nothing better to do with his time than throwing rocks at windows. Whatever are today's youth coming to? In my day, we threw rocks at tin cans or turned them into snowballs and you never heard us complain."

Pinkie immediately leaped up, throwing her hooves around Uncle Al! "Please, don't go up there! Trust me, something bad's gonna happen to you!"

"Kiddo, nothing bad is gonna happen to me. I'll be perfectly fine," Uncle Al tried to reassure his niece. "You can't go through life being afraid of everything. Otherwise you'll never do anything."

"Please, let me take care of it! You just stay here!" Pinkie pleaded. "I need to start taking responsibility anyway."

"Well... I don't know..." Uncle Al began.

But Pinkie didn't bother to wait for an answer, she just rushed right upstairs! "_This time it's gonna be different! Dream or not, I'm not gonna let Uncle Al die! Not if I can help it!_" She thought to herself. She dashed up to the source of the crash, fully prepared to confront the robber that was to take her Uncle Al's life.

However, when she entered the room where the crash had originated from, to her horror she found that instead of the robber there was a gigantic monster that looked like a cross between a pony and a spider! To make matters worse it looked just like her, it even bore her Spider Mare costume! The hot pink coated mare stumbled back, stricken with dread! "But... the robber..."

"-Has been dealt with..." The pony spider hissed. "Think about it. It's our fault Uncle Al died in the first place. Not only did we fail to stop the robber, but it was because we took up that superhero mantle that he was even there in the first place. You think he would've bothered with the stadium if we weren't the headlining attraction?"

"No... that can't be! You're lying!" Pinkie protested.

The pony spider simply hissed again. "Come now, don't kid yourself! Deep down you know the truth. It's because of us that those around us get hurt. Pokey Pierce died, that Gilda clone became the Green Griffon, Diamond Tiara lost her birth mother and got that awful step mother as a result, and Venom and Carnage were allowed to free those prisoners. When was the last time we ever stopped a bad guy that _we_ didn't create?"

Pinkie stopped dead in her tracks as those words sank in. It was true, she had created so many villains during her time as a "hero". She'd even gotten Cheese Sandwich tangled up in all of it, intertwining her struggles with his life. To say nothing of what happened to Starlight, let alone all those ponies at Town Hall. What was the point of being a superhero if all it did was cause others to suffer?

The pony spider hissed again, extending a claw out towards Pinkie. "Yes, that's it. Close your eyes, relax. Let the darkness take you, forever!"

* * *

But at that moment, the door swung open and who should stumble upon the scene but Uncle Al?! "She's not going anywhere!" He firmly declared. "You step away from my niece this instant you... you... whatever you are!"

"And what are you gonna do if I don't?" The pony spider inquired, still stepping forward. "You think your words scare me, old stallion?"

Uncle Al's eyes narrowed. "I may be old, but I still know a few moves! And I said step away from my niece!" At that he charged forward, tackling the pony spider head on!

The pony spider grabbed hold of Uncle Al, trying to halt his advance! "You weak minded fool! You don't know what you're doing! Pinkie Pie doesn't need your help!"

"Oh, I'd say she does," Uncle Al declared. And then he turned to face Pinkie. "Listen, I don't have much time. But this isn't real, none of it is. I was created as part of an illusion to trap you."

Pinkie gasped! "Then, Uncle Al's still dead! But, why are you telling me this? Why are you helping?"

"I guess I was created too well," Uncle Al replied to Pinkie. "In fact, I'll bet this is him trying to speak through me," And then he added. "You must always remember what I taught you. About the importance of great power. As long as you remember that, nothing can ever truly keep you down."

"Ah, such touching words!" The pony spider teased. "But they'll do you no good! Prepare to die!"

Uncle Al started pushing the pony spider back, getting closer and closer to the shattered window that led to the outside (and a long fall). "Come on, true believer! You need to get out of here while you can! Defeat Mr. Negative, and put an end to this before he can carry out his true plans!"

"But if I do, you'll be gone forever again! I don't want to lose you, even if you're just a projection!" Pinkie desperately pleaded. "Please, don't go! I feel like I just got to know you again!"

But Uncle Al shook his head. "You can't worry about that. Know that if any part of me was real, it was my love for you. If your real Uncle Al were here, he'd want you to continue the fight. And he'd tell you that a part of him will always live on inside your memories, and in your legacy as a crime fighter." And with that, he and the pony spider plunged over the edge, falling toward the ground! But they never made it, they simply vanished without a trace as the illusion faded completely.

For a moment there was nothing but blackness. And then Pinkie felt herself fall, as if the floor had dropped out from under her!

* * *

When Pinkie opened her eyes again, she found herself in her Spider Mare costume and back in Martin Lee's office. Quick as a flash she shot up, just in time to see Black Cat struggling against Mr. Negative!

"You have a high tolerance, it seems," Mr. Negative commented as he shot beams of energy at Black Cat. "But even you must succumb to the negative influences eventually, Cheese. Not even your wife could resist them."

"Oh, but that's where you're wrong, Mr. Negative!" Spider Mare declared as she stood up and struck Mr. Negative hard in the back, causing him to lose his focus!

Black Cat smiled as he slowly stumbled to his hooves. "Thanks for the assist. Looks like your hunch was more right than you knew."

"Hey, even I didn't know Mr. Negative and Martin Lee were two sides of the same coin," Spider Mare declared as she joined her husband. "But he's not the only one with a double life. And you know what they say about two heads."

Mr. Negative growled as he recovered, his eyes narrowing as they cast their glare on Spider Mare. "Impossible! No one has ever been able to escape the negative zone! You should've succumbed to your worst instincts, just as I did!"

"Sorry, Mr. Negative, but I'm far too positive for your powers to affect me. Light will always triumph over darkness in the end!" Spider Mare vowed as she clutched her hooves. "And now I'm going to save Martin Lee from you!"

"You fool! Martin Lee is nomore! Mr. Negative is all that remains!" Mr. Negative firmly declared. "You can't stop me! Any attempts to fight me are futile!" He proceeded to shoot energy blasts at Spider Mare.

This time, Spider Mare embraced them head on and started pushing them back even as she strained against the pain! "You're right, Mr. Negative. I can't fight you, not like this. Fortunately, I know of a way to force the battle onto _my_ terms!" Just before she had pushed the blasts right into Mr. Negative she declared. "Hold on, Martin Lee! I'll save you no matter what it takes!"


	12. Negative and Positive

Just like when her own illusion had been shattered and dispelled, Pinkie Pie (as Spider Mare) entered into Mr. Negative's with a similar sensation. For a moment it felt like she was falling, but with no end in sight. Nothing but darkness as far as the eye could see.

But then suddenly a surface appeared, and Spider Mare slammed into it before she had a chance to stop herself or even slow her descent. Surprisingly, the impact didn't hurt at all. It felt more like being bounced off a soft cushion.

The web slinger was slow to get to her hooves and take in the sights around her. The entire world appeared to consist of alternating blacks and whites, a floating void with only the surface she currently stood on for protection. "What is this place?" She asked herself.

"The Negative Zone, my home," The familiar voice of Mr. Negative called from above. "And you, Spider Mare, are trespassing! Begone or be removed!"

"Never! I don't take orders from you, Mr. Negative! Heck, I don't take orders from criminal scum period!" Spider Mare vowed. "I'm here for Martin Lee! I know he's in here somewhere, and I'm not leaving this place until I've freed him!"

Mr. Negative's voice only taunted. "You won't find him here anymore, Spider Mare. Martin Lee is gone forever! He was too weak to stop me, not that he ever could."

"That's only what you _want_ me to think!" Spider Mare replied to Mr. Negative. "This place rightfully belongs to Martin Lee, and I'll find him no matter what it takes! As long as I'm here, you can't stop me!"

"Oh, but that's where you're wrong, bug girl," Mr. Negative's voice taunted before there came a crackle of electricity, and from the bolt emerged Mr. Negative himself in all his glory. "I can take physical form at will! And here I am strongest! You will not stop me, though I'd love to see you try."

"Then I guess it's time you said hello to my little friend, the old, trusty Spidey Armor!" Spider Mare declared as she pressed a button on her suit, soon encasing herself in the familiar glimmering white with black lines. "Perhaps a good old fashioned beat down will knock some sense into you, maybe even free Martin Lee if he's inside!" She declared, before encasing her front hooves with webbing.

Mr. Negative only laughed. "Pathetic fool. You'll never get the chance! In this realm, I have power over reality itself! Observe!" He sank beneath the surface, and a moment later it gave way!

Spider Mare quickly shot out her webbing, hoping to grab hold of something, anything that could stop her descent! To her surprise, she suddenly snagged on a piece of furniture. A giant drawer. She pulled herself up onto it, and saw more objects that appeared to falling and yet floating amidst the emptiness. "Ah, a test of reflexes. I see how it's gonna be." She declared, leaping from one object to the next and using her webbing whenever she was just a little bit short on distance.

* * *

But as Spider Mare kept leaping and swinging, it seemed like more objects appeared while the ones behind her faded away. It was like a never ending chain!

However, when she landed on what looked like some kind of couch she was surprised to see something float out from one of the cushions! She threw out her webbing and pulled it close. It appeared to be some kind of photo, except the faces were all warped and distorted, the faces impossible to make out.

"Do you see now, Spider Mare? There is no dark secret to Martin Lee's past. He has always been a vessel for Mr. Negative, a vessel that is no longer needed," Mr. Negative taunted. "You're wasting your time! We can keep doing this for all eternity, but that's time your precious town of Ponyville doesn't have!"

"What do you mean?!" Spider Mare vowed. "Does it have something to do with that red smoke from the bomb?"

Mr. Negative's laugh split the air. "Like I'd tell you! You want the answers?! Well you'll have to wring 'em out of me! Good luck trying to catch me, though. I can be anywhere and everywhere at the same time. And all I have to do is wear you down. Then you'll be mine again!"

"Anyone ever tell you that you talk too much?" Spider Mare quipped. "I swear, most bad guys are never this talkative even before they meet me. Usually it's only when they think they've got me backed into a corner with no way out that they tell me their plans. And then they act surprised when I beat them."

Mr. Negative growled! "Silence! Your attempts to distract me won't work! You're an annoying little insect, and I think it's time I squashed you like the bug you are!" A giant hoof suddenly appeared from out of nowhere, clearing trying to strike at Spider Mare's location!

However, Spider Mare leapt out of the way and with some quick thinking she swung round and jumped onto it. Then she proceeded to run it up until she was gazing up at a giant Mr. Negative's face. "I'm still here, Mr. Negative! Be honest, did you _really_ think you could do me in that easily?"

"Why you!" Mr. Negative hissed as he brought his giant hooves together! "How did all your previous opponents tolerate your nonsense?! It's like you never shut up!"

"Hey, I already said that!" Spider Mare remarked as she jumped up to dodge the hooves. "Leave the bad jokes to me. I swear, you actually start spinning a web and I'll sue you when I get out of here! I mean it!" Then she swung round to the back. "This is one spider you won't shake off, Mr. Negative! I'm going to find Martin Lee!"

Mr. Negative squirmed as he shook about, trying to shake off Spider Mare (who hung on for dear life). "I already told you, you won't find him! That weak hearted, weak minded simpleton was too big a threat to be left in charge!"

"We'll see about that! I have a feeling he's inside you, somewhere," Spider Mare declared. "There's only one place I can think of where he might hide!" She dove into Mr. Negative's back, shoving her way through the darkness with her hooves as if she were swimming. All the while she was humming a little tune to herself to keep her spirits up and keep the negativity from latching onto her.

* * *

Suddenly, a bright glow attracted Spider Mare's attention. "_Could it be?!_" She thought to herself and pushed on through!

The glow grew brighter, almost blinding! The wall crawler kept on pressing though, hoping beyond hope that her hunch was correct.

"Hello? Who's there?" A familiar, gentle voice called as the glow slowly faded.

"Martin Lee?" Spider Mare hopefully called out as she drew closer to the voice.

The glow faded completely, replaced by the familiar darkness of Mr. Negative's dimension. Yet Spider Mare and a very recognizable yellowish-green coated unicorn stallion appeared to be standing inside a bubble that was shielded from it all. "That's the name I adopted for myself, a name that belonged to someone else," The stallion answered. "I don't even remember who I was before all of this."

"Come now, that's crazy talk. Everypony has to remember who they were when they started out," Spider Mare insisted. "Even I can remember my early days."

Martin Lee only shook his head. "The events of my past are too horrific. I don't know whether I was born with this curse, or if it found me. All I know is that I have twisted and destroyed my memories, the shipwreck is the earliest thing I can remember. Even then I only remember taking the name of Martin Lee, and becoming Mr. Negative."

Spider Mare insisted as she trotted forward. "But Mr. Negative isn't who you have to be. Heck, I'm the only one who's ever found out about your dual identity. So many ponies have nothing but praise for you."

"Because they don't know the real me," Martin Lee sighed as he stepped back. "It's nice that you want to help, Spider Mare. But I'm too far gone. My fate is now intertwined with that of Mr. Negative's, so just leave me to suffer and be forgotten!"

"Come on, Martin Lee! You can't give up that easily!" Spider Mare pleaded to the stallion. "If not for your own sake, then surely for the sake of that homeless shelter you have to try and fight! Mr. Negative may have power, but that power doesn't make him stronger than you! It doesn't mean he can just control you! Having power isn't the same as being powerful!"

"How would you know about power?! You have powers you'd probably never trade for anything in the whole wide realm of Equestria!" Martin Lee stubbornly protested with a shake of his head.

But at that Spider Mare somberly answered. "You're wrong, Martin Lee. I've been tempted to give up my powers on more than one occasion. These powers have come with a high price tag, there are days when all I've ever wanted to do was give them up and go back to how things were before," And then she added. "But I've come to learn time and time again that with great power, comes great responsibility. A responsibility to use said power for good. Not for my own sake, but for the sake of others," She proceeded to trot forward again. "You think I asked for these powers?! To have ponies who think I'm scum or that I'm hiding something from them?! But even if I'm not a miracle worker, even if no one ever throws a parade or takes back all the nasty things they've said about me, I still stay. Because in the end, there are those who out there who need me. And the same is true of you," Offering a hoof, she encouraged. "You don't have to do it alone! I can help you! You just have to let me!"

"But... it's so hard! I'm not sure if I can, or even want to," Martin Lee somberly remarked. "I've already let Mr. Negative cause so much destruction and devastation. The truth will have to come out eventually."

"And when that time comes, ponies will hopefully see that you've strived to change yourself for the better and that you deserve another chance," Spider Mare insisted. "It's never too late to come back to the light, to say you're sorry. It won't magically wipe the slate clean, but it's still a chance for you to become a better pony than what you once were. But only if you're willing to take that first step, to make that commitment. I can't fight that battle for you, you can."

"I... I..." Martin Lee began, before hesitantly withdrawing his hoof. "No... it's too late for that! Mr. Negative's plans are already in motion, even if I take back control now I can't stop him. The devil's breath will have surely spread by now, if not at least infected everypony at Town Hall. He wins no matter what!... Unless..." He reached behind his hooves, producing some kind of vial. "This is the antidote. I developed it in case Devil's Breath was accidentally released before it was ready. Take this to somepony who can mass produce it, and be quick about it."

"Why? What is Devil's Breath?!" Spider Mare demanded.

Martin Lee gulped. "It's a chemical that was supposed to bring out the worst in others, to amplify their negative emotions. But in doing so it causes their entire body to turn against them, destroying them from within. Mr. Negative wasn't even going to use it for ransom. He was gonna unleash it on every city and town in Equestria once he made enough. Ponyville was a testing ground, he was hoping to get you and Black Cat!"

Spider Mare quickly took the vial, storing it inside her suit for safekeeping. Although she was shocked to hear all of this, right now she knew that all that mattered was getting back to the waking world! "Thank you, Martin Lee. I promise, I'll find someway to help you when this is all over. But you've gotta promise you'll fight for me!" She insisted. "I know you can do it!"

"I'll..." Martin Lee paused, before he gritted his teeth and vowed. "I'll try, Spider Mare! Believe me, I'll try!" And that was the last thing Spider Mare saw before she exited the bubble, and everything went dark again.

* * *

Spider Mare opened her eyes very quickly, finding herself on the floor of Martin Lee's office! She quickly checked her suit as she powered down her Spidey Armor. Sure enough, the vial containing the antidote was still stored safely inside.

"What is that?! What happened with you and Mr. Negative?!" Black Cat frantically inquired of his partner.

"No time to explain!" Spider Mare insisted as she dashed out of Martin Lee's office! "I've gotta get this to Twilight before it's too late!"


	13. Sinister Showdown, Part 1

Pinkie brought the vial to Twilight right away. If it what Martin Lee had said was true and there really _was_something as powerful as Devil's Breath out there, then she had to deliver the only cure to someone who could produce enough of it to safe everyone afflicted. The alternative was too much to even think about.

Twilight was definitely taken aback by Pinkie's out of breath statements when she arrived at the castle, but still set to work quickly. Only then did Pinkie allow herself to catch her breath and rest.

Cheese Sandwich opted to use the time to explain how he'd ended up in his confrontation with Mr. Negative. "I stayed as long as I felt I was needed at Town Hall. But eventually it seemed like everything was under control. Town Hall's still intact. Badly damaged and in need of repairs, but still standing. So after that, your Aunt Suzanne contacted me and told me you'd gone to see Mr. Lee but hadn't come out of his office. So I went in to look for you."

"And that's when you discovered that Mr. Negative and Martin Lee were one and the same," Pinkie commented. "Yeah, I kind of experienced that too. Now, I'm not sure who's in control. I wanna say it's Martin Lee, but it's probably still Mr. Negative. Fortunately though, Martin Lee was able to resist long enough to give me the means to stop Mr. Negative's plans _before_ they can do anymore harm."

"Never a dull moment with you by my side," Cheese commented to his wife. "But I wouldn't have it any other way," He gave her a kiss on the cheek. "Feels like it's been forever since I've gotten to do that."

Pinkie just replied. "Cheese, I promise you, as soon as this is over we're going to take a well needed vacation. A sort of second honeymoon if you will. Being a superhero is exhausting work."

A few moments later, Twilight came trotting out still holding the original vial with her magic. Her mane looked quite frazzled, indicating a lot of intense research and magical experimentation. Parts of her mane even looked a bit singed. She wiped the sweat from her brows. "Well, I've got good news..."

"And let me guess, bad news too. That's always how it works." Pinkie commented.

Twilight reluctantly nodded. "I'm afraid so. The good news is, this is most definitely the cure for that Devil's Breath you mentioned. There's already reports of ponies coughing and hacking nonstop, of increased mood swings," But then she gulped. "However, the bad news is, I can't produce enough of the antidote to cure everypony afflicted. At the current rate I can only manage half at best, and that's if I'm lucky."

Pinkie and Cheese both gasped in shock! "What?!"

"I was afraid you two would say that," Twilight glumly commented. "But that cure is incredibly volatile. Without more of it, half is the best I can do."

"That can't be! There's no way we could come up short like this!" Pinkie remarked as she punched a nearby wall with a hoof! "After all that! After the rousing speech I gave to Martin Lee, it's all for naught!"

However, Cheese was quick to suggest. "We can't give up now, Pinkie. Martin Lee's got to have produced more of that cure somewhere. Maybe if we tracked it down fast enough, we could distribute it to everyone in need?"

"But that could take days, even weeks! And it seems like that Devil's Breath is on a very fast moving timetable. If we don't find the cure by sundown today, it may be too late!" Pinkie protested. "Without a lead, we wouldn't even know where to start! And we never did find out what those criminals were doing for Mr. Negative. I'll bet you anything that if we'd been able to get more information out of them, we'd have some idea of where to search."

"Perhaps _I_ could be of assistance?" A familiar voice called out, said voice's owner quickly revealing itself as none other than Officer Copper Top.

Pinkie Pie and Cheese were relieved to be in their superhero costumes, but then Pinkie realized that she had removed her mask in order to talk to Twilight! Her identity was now exposed! "O-Officer Copper Top!" She gasped. "I... know what you're thinking... but I swear this _really_ isn't what it looks like!"

"Oh, so you're _not_ working on your Spider Mare cosplay?" Officer Copper Top teased with a knowing grin. "Come on, it wasn't that hard to figure it out. I wasn't the top cop at my old office for nothing. A good cop has to be able to figure out a few mysteries here and there," She then added. "If you really wanna maintain the whole 'Secret Identity', maybe come up with a way to conceal your obvious disappearances. Wasn't hard to figure out you were never around whenever Spider Mare on the scene. Same goes for your husband, Cheese Sandwich."

"W-well, you can't tell anyone about this. It's top secret!" Pinkie vowed. "If your superiors find out..."

"What? You think you're the only one who can keep a secret?" Copper Top remarked as she shook her head. "I knew all along. But I never said anything because it wasn't important. Nothing's going to change now that I know. In fact, having somepony like me in on your double life could probably be a big help. It'll be easier to help you maintain your cover, I can pull some strings here and there. Even go so far as to set up aliases and dummy companies, and it'll all be off the books," Then she cleared her throat. "Anyway, I originally came here for something _much_ more important than a talk about secret identities. You're not gonna believe this, but Martin Lee actually turned himself in. Even showed up at the office with hoofcuffs and everything. He said he had 'personal information' related to Mr. Negative and the bombing of Town Hall. You wouldn't happen to have had anything to do with that, would you?"

"Who me? Nah," Pinkie insisted as she threw up her hooves. "What did you manage to find out?"

Copper Top grinned. "Quite a lot, actually. Seems like Martin Lee knows Mr. Negative more than anypony might have thought. He mentioned that there's an entire batch of the cure for Devil's Breath that was being shipped from that warehouse you and your partner raided. Mr. Negative was planning to horde it all, Martin Lee would only be able to release it bit by bit."

"That must've been what was in those containers!" Pinkie realized. "Any leads on where they went?"

Copper Top nodded and presented a piece of paper. "There's an abandoned construction site in the heart of Manehattan. The cure was supposed to be stored in a warehouse across the street, but someone or something was able to hijack the delivery vehicles mid route. Unconfirmed sources have mentioned numerous reports of unspecified monsters lurking at the construction site. So if you go there, be careful."

Pinkie accepted the paper (which contained directions to the warehouse's location and its proximity to the construction site). "We will. And thanks for the tip. I know our partnership didn't get off to the greatest start, but I think after this kind of assistance the future looks bright."

"Thank me later. For now, you and your partner have a cure to find, and lives to save!" Copper Top encouraged.

* * *

And so it was that, even though they were still recovering from the fight against Mr. Negative, our crime fighting power couple set out for Manehattan. Once again thrusting themselves into the thick of the struggle between good and evil.

But not even they knew what truly lay in store for them in the city that some say never slept.

Arriving at the construction site, Spider Mare and Black Cat noticed how unsettlingly quiet everything was. It wasn't like the usual kind of quiet in which everyone had already gone home and work would resume the next day. Between the many abandoned scaffoldings, concrete slabs that supported iron beams for the rough outlining frame of a building, and power tools that lay scattered every which way, it looked more like a hastily abandoned project. As if all traces of life had suddenly and inexplicably vanished.

"This is creepy," Black Cat commented as he and Spider Mare entered the site. "Let's just find where those crates of the cure are and get out of here."

"I have a feeling it won't be that easy. My 'Pinkie Sense' is unusually quiet, and that's not a good sign at a place like this," Spider Mare remarked as her eyes scanned every which way for any sign of threats. "Stay sharp. This is exactly the kind of setting for when the bad guys wanna ambush the good guys and catch 'em by surprise. I sure hope it's not that part."

"Oh, but it is! Like the spider said to the fly, 'Welcome to my parlor.'" An echoy, alien sounding voice cried out in what sounded like a hiss. All of a sudden, a familiar blueish-black alien like spider monster appeared before the two heroes.

"Venom!" Spider Mare gasped and jumped back. "Why am I _not_ surprised? I assume Carnage is with you, or did you two have a falling out?"

Venom hissed and swung at Spider Mare, who jumped back further. "Whoa, touchy!" Spider Mare remarked. "And I see your breath is still as rotten as always. Seriously, Venom, do you _not_ know what breath mints are?"

Venom just growled. "You mock us at your own peril, Spider Mare. As you can plainly see, we have found a new host. Quite a suitable one at that. And with said new host, we have assembled a team. Not just Carnage, but a whole bunch of familiar faces just itching for the chance to have their revenge."

"Venom, I can't believe it! You ensarned yet another innocent creature in your web of lies?!" Spider Mare commented in shock. "Haven't you learned _anything_ from our previous encounters? I was hoping you'd changed."

But Venom's face parted, revealing a very familiar red scaled dragon. "Hate to break it to you, puny pony pipsqueak, but this was a willing bonding. I'm sure Spike told you all about me, Garble."

"But what are you doing here?! I thought you hated ponies!" Black Cat commented in surprise.

"Oh I did," Garble remarked in bitterness. "Unfortunately, thanks to your pony loving friend, Spike, I was cheated out of what was rightfully mine! The title of Lord of Dragons! Instead, the namby-pamby pony lover found a dragon just as namby-pamby and pony loving as he was, and got _her_ installed on the throne. And her first act as the new Dragon Lord or I should 'Dragon Lady' was to have me expelled! Said I was 'too dangerous'!"

Then Garble's face folded back into Venom. "But that was when we ran across us. For you see, Carnage was keeping our spirit alive this whole time. We are the original symbiote, Carnage is but an off-spring, the junior partner."

Carnage swooped down next to Venom a moment later, cackling with glee. "It's too bad Lightning Dust is already such a fantastic host, man. If we'd partnered with Garble, we would be unstoppable! Just think of the carnage we would unleash," Then he added. "But enough with the warm, mushy stuff. We didn't come hear to catch up on old times and swap stories. We came to fight!"

Cheese turned a knob on his staff, adjusting it to shoot fiery webbing. "Bring it on, you symbiote slime buckets! Spider Mare and I are wise to your tricks, you won't win this time!"

"Oh, and who says it's just the four of us?" Carnage laughed, before giving a whistle. "Okay, guys. That's your cue. Time to join the party!"

Venom proceeded to add. "You see, Spider Mare. You are so _very_ popular. We missed you so much. So we thought we'd take the liberty of organizing a little 'reunion'. You know, kind of like a birthday party. Except in this, nothing like that," One by one, he listed each of the villains that joined the symbiotes. "I'm sure you already recognize your old 'friends': Electro, The Rhino, The Scorpion, and The Mane-iac."

Electro grinned. "We're calling ourselves the Sinister Six! And we have but one goal now, to destroy you and your precious Black Cat, forever!"

The Scorpion added. "Now then, why don't we stop with the talking and starting giving out the 'presents'? I've got one you'll both enjoy."

"Gee. We'd love to join, fellas. Really," Spider Mare nervously replied. "You really shouldn't have gone to all these lengths just to see Black Cat and I again. But uh... six against two isn't exactly sporting."

Black Cat was quick to add. "Yeah, it hardly seems fair."

"Who says this is a fair fight?" The Rhino snorted. "In this case, it's anything goes. So are you gonna fight, or just wimp out?"

"Enough stalling! Sinister Six, attack!" Electro cried out, launching the first attack with a powerful beam of electricity!


	14. Sinister Showdown, Part 2

Despite the odds clearly being against them, Spider Mare and Black Cat were not intimidated. Or if they were they were doing a very good job of hiding it.

"Guys, really, we have _got_ to stop meeting like this," Spider Mare insisted. "In case you haven't noticed, I'm married now. And it just ain't right for a married woman to be hanging out with so many guys."

"Same goes for you, Mane-iac. My heart belongs to Spider Mare, not to you." Black Cat vowed.

"So if you don't mind, how's about we skip the whole 'Welcome Wagon Beat Up' and just go straight to the part where I throw you all back in jail?" Spider Mare offered. "Sound like a plan?"

Venom swiped at Spider Mare. "Enough of your jokes, little spider! You and your 'partner' will _die_!"

Black Cat gulped a bit. "Uh, is it too late for us to still be friends?"

The Rhino snorted, charging forward. "You bet it is. I got dibs on your carcass, Black Cat! I'm gonna crush you!"

Black Cat jumped out of the way as Spider Mare used her webbing to swing a huge bag of cement onto the super villain. "Same old Rhino. Big talk, but can't resist charging," She then turned to Black Cat. "I'll take care of this big boy and Electro, you can handle The Scorpion and The Mane-iac, can't you?"

Black Cat nodded. "You kidding? It's like you don't even know me."

"Good," Spider Mare agreed. "We'll take them down first, then we'll worry about the symbiotes. Just keep your wits about you, they're sure to join the fray unannounced."

Black Cat grinned. "No problem. They're gonna be in for a real surprise. This is exactly the kind of situation I was expecting when I had Twilight upgrade my staff."

Spider Mare smiled. "Alrighty, then. Let's get this party started!"

* * *

Electro was able to free Rhino from his concrete prison, scolding him as he used his electricity to free his fellow super villain. "Is there a brain in that thick head of yours? You can't rush into battle like that, that's a sure fire way to get yourself defeated."

"Bug girl just got lucky!" Rhino snorted. "I'll make mincemeat out of her! Then I'll crush Black Cat for dessert!"

Electro rolled his eyes. "Whatever. Just don't get in my way. Remember the plan."

Rhino nodded. "Oh yes 'the plan'. Those wall crawlers won't know what hit 'em until it's too late!"

Spider Mare, meanwhile, gave a whistle. "Hey, fellas! You gonna fight me, or just talk among yourselves all day? If that's really what you wanna do, that's fine. I've got better things to do, personally. Very busy Spider Mare, you know."

"Shut up, wall crawler!" Electro snapped. "_This_ is why no one likes you!"

Rhino charged forward again. "You're dead meat! And I mean dead! Nowhere for you to run!"

Meanwhile, Electro was shooting off beams of energy. "You can run, Spider Mare, but you can't hide!"

"I don't need to hide from the likes of you," Spider Mare commented as she swung round and struck Electro from behind. promptly planting a ball of impact webbing on him. "And while I'd love to knock some sense into those thick heads of yours, I've got better things to do. So do me a favor and just stay down!"

Just as planned, Electro got too close to Rhino and the impact webbing detonated, tangling them up and causing them to squirm about.

"Okay, that's two down. Wonder how Black Cat's doing." Spider Mare commented to herself.

But just then there came an eerie and ominous laugh. "We wouldn't worry about your special somepony, Spider Mare. If we were you, we'd be more concerned about what _we_ are gonna do to _you_!" A moment later, Venom appeared. "Here's a little tip for you, wall crawler. Don't ever wound what you don't intend to kill."

"Should've figured you'd show yourself, you symbiote scumbag!" Spider Mare remarked as she eyed the button on her suit. "But you know how this is gonna end. Second verse, same as the first."

However, Venom extended a claw and snatched up Spider Mare. "Not this time! No loud noises, no fire, no special powers!" Then he cackled with delight. "This time, we'll be weaving the web, and you'll be the one all tied up." He did just that, tossing Spider Mare into a prepared web near the base of the beams that looked like they were meant to be the foundation of a building.

"Spider Mare!" Black Cat cried in horror as he brought down (and tied up) The Scorpion and The Mane-iac.

Carnage sprang forward, taunting Black Cat with a laugh. "Oh, don't worry. You'll be joining her very soon. Now it's just little old you, against two big, bad symbiotes. And we'll enjoy ripping you apart piece by pathetic piece."

* * *

Black Cat battled bravely, surprisingly able to hold his own against Carnage. Naturally, the younger symbiote cried out for its parent, and Venom leapt into the fray.

"This'll slow you down, kitty cat!" Venom vowed as he spat out some kind of ooze.

The ooze covered Black Cat completely, sticking him to the spot. "You... slimed me! Do you have _any_ idea how hard it is to get this dry cleaned?"

"That's soon to be the least of your worries, Black Cat," Venom declared as he picked up the crime fighter. "Since you're so madly in love with Spider Mare, you can share her fate!" He then tossed Black Cat into the same web.

Meanwhile, Carnage set to work on freeing the rest of the super villains. "Hey, come on. You guys can do better than that. Must we do everything around here?"

Now freed, the super villains joined the symbiotes as they approached our helpless heroes. It looked like this was the end for them.

Suddenly, however, from out of nowhere came a massive wall of flames! The unsuspecting Venom leaped back in shock, much to Garble's surprise! "Hey, wait a minute! I'm a dragon, fire doesn't affect me!"

"Garble, you fool!" Venom retorted as it regained control. "We symbiotes fear fire and sonic vibrations! Last time it was almost enough to finish our offspring off!"

Carnage grumbled. "Yeah. That was totally a party pooper move. Never knew the Black Cat could be that strong."

"I'll say," Spider Mare commented as she looked across to her partner. "Nice going, Black Cat."

But Black Cat replied. "That wasn't me." Before suddenly, he and Spider Mare were freed from the webbing (the symbiote slime mostly leaving Black Cat's suit in the process).

"What is the meaning of this?!" Venom demanded.

An unfamiliar voice answered. "Nothing personal, just heard there was a heck of a bash going on here and one of my friends here just had to see it for himself." A moment later, an earth pony stallion with a snow white coat appeared, clad in blue suit with black lines, and appearing to stretch his body back to normal from all sorts of odd shapes. He was soon joined by a unicorn mare, a unicorn stallion, and a pegasus mare, all wearing similar suits. But the other stallion had fur that looked like it was made of rocks, and the pegasus mare looked like she was on fire.

Pinkie almost gasped! "I remember you guys! The ponies from Starlight's old village!"

"Hey, thanks for the assist," Cheese said to them. "But what are you guys doing here?"

Party Favor declared. "You heard what Double D. said. I was told there was a party, and for a guy like me if there's a party going on I just have to see it for myself."

Sugar Belle added with a smile. "Looks like we got here just in time. You could definitely use some help."

Pinkie nodded. "If it was just the two symbiotes or those four clowns, Black Cat and I would be able to manage. But with all six of them united we're definitely in over our heads."

Double Diamond nodded back. "Then it's a good thing the Fantastic Four are on the job! And it looks like Night Glider is gonna be a major asset."

Night Glider corrected. "I told you, when we fight crime we have to use the cool names Par... er The Thing gave us! You're Mr. Fantastic, and I'm Pony Torch."

"And don't forget me," Sugar Belle giggled as she lit up her horn. "I'm Invisible Mare, because I... well, see for yourselves." As she finished speaking, she had vanished from sight.

Mr. Fantastic appeared to blush. "You're right, I almost forgot about the names," Then he told Spider Mare. "Help is on the way as we speak. The one who brought us together thought you might need back-up, so they already called ahead to the police. They'll be here soon."

"Great!" Spider Mare declared. "This time, I really don't have time to waste making jokes and fighting the bad guys until they drop. Still, I'm itching to at least try out my Spider Glider."

"Then you shall," Mr. Fantastic declared. "You and Black Cat just do your thing, and leave the rest to us."

* * *

The Mane-iac and The Scorpion had seen enough. With six superheroes united, they were thoroughly convinced that they stood no chance.

"Come back, you fools!" Electro shouted. "We can defeat these upstarts if we stick to Venom and Carnage's plan!"

"Forget it, boss!" The Scorpion insisted. "We're not going back to jail again!"

The Mane-iac nodded. "Twice was enough, three times would be pushing it!"

"Well too bad, because that's exactly where you're going," Invisible Mare declared as she materialized suddenly from behind them. "Spider Mare taught me about your weaknesses. So I'll just pull here, and there," She yanked on The Mane-iac's mane and wrapped it around The Scorpion's stinger. "And now I'll let Mr. Fantastic do the rest."

Mr. Fantastic grinned. "Consider this a gift from Spider Mare. Her condolences for your poor life choices."

The Scorpion freed her stinger, shooting a blast of acid towards Mr. Fantastic! But he was able to stretch his body and the acid passed right through him without touching him. "Nice try, but I saw that coming a mile away." He promptly delivered a punch that sent The Scorpion reeling back, giving him time to plant a ball of impact webbing which detonated and ensnared The Scorpion and The Mane-iac.

Electro growled, rushing forward and dropping all pretenses of caution! "Come on, Rhino! We'll let the symbiotes take care of the remaining super pests! I think it's time we showed these upstarts who they're dealing with!"

The Rhino began charging forward. "I'm like a tank! Nothing and no one better get in my way!" But suddenly, as he charged towards his pinned down fellow super villains, he was stopped by The Thing. "Hey! What do you think you're doing?! No one stops The Rhino!"

"Well I suppose I'll have to be the first, dumbbell," The Thing declared. "Better say your prayers, tall, dark, and ugly, 'cause it's clobberin' time!"

"Uh-oh!" Was all The Rhino had time to say, before a punch stronger than anything he had ever felt before connected and sent him flying. Alas, what goes up must eventually come down, and when he landed he created a massive crater. "I hate you so much." He muttered as he faded into unconsciousness.

Meanwhile, Electro found himself suddenly facing down Pony Torch, who did not look pleased. "Fire and electricity aren't a good mix, pal. And it seems fire is what your alien friends fear more than anything. If I were you, I'd surrender right now."

"Never! I'll fry you!" Electro vowed as he unleashed the most powerful electrical energy blast he could muster up.

Pony Torch just sighed. "I warned you. So don't blame me for what I'm about to do," Absorbing the electricity, she shot back a shower of sparking embers that made the villain jump! "You're about to have a lot worse than a sunburn! I'm thinking you'll be lucky if you only get first degree burns from this."

But at that moment, Black Cat came swooping in. "Thanks, Pony Torch, but I'll take it from here." He proceeded to web up Electro.

* * *

Venom and Carnage (who had escaped from the flames set up by Pony Torch after they had vanished) could only watch the scene with horror. "Curses! This is all going wrong! Our revenge should've been swift and sweet!"

"And it still shall be! We don't need those pathetic, fur bag lowlifes!" Carnage vowed. "We'll show them all true terror! Make them rue the day they ever crossed our paths!" And without a second's hesitation he swung forward, ready to leap into the fray!

Venom was about to do the same, when he looked up and saw something out of the corner of his eye that made him hesitate! "Carnage, wait!" He shouted, but his warning was too late!

"It's time for you mortals to die!" Carnage shouted as he leaped towards Black Cat and Pony Torch as they prepared to meet up with The Thing. "Now we'll see what color you bleed!"

However, before Carnage could strike a blow, Spider Mare came swooping down as she activated her Spidey Armor! "Everypony, cover your ears!" She shouted! "Here's my latest single, guaranteed to make symbiotes go crazy!" And a sonic blast shot out from her suit a few seconds later.

Carnage screamed, falling to the ground as he tried in vain to cover his ears! "Aaaaaaaaahhhhhhhhh! Noooooooooo!" He screamed in pain. The symbiote began to wriggle and writhe, twisting about in agony, until at last it could take the noise no longer. It disappeared from Lightning Dust completely, leaving the host unconscious.

Spider Mare quickly snatched up the retreating symbiote in a test tube. "That's enough out of you, Carnage. You'll terrorize Equestria no longer!"

"No, Carnage!" Venom exclaimed as he appeared to be quite distraught at the demise of his offspring. "You will all pay for this! And Spider Mare, mark our words, our dance is far from over!" Then he retreated, swinging away as the sound of police sirens grew in the distance.

"Well, better get what we came here for and get out of here!" Black Cat declared. "We'll let Manehattan's finest take care of our... 'guests'."


	15. Excelsior!

When the Manehattan police arrived on the scene, they found the four escaped super villains all webbed up in a neat little bundle. They also found the unconscious Lightning Dust who appeared to have no recollection of how she had gotten there or what she had been doing. Even so, the police didn't take chances. She was carted off into an ambulance, but under heavy guard to ensure she wouldn't escape or attempt to free the others.

As for Spider Mare, Black Cat, and the Fantastic Four, they were able to find what had brought the web slinging duo to Manehattan in the first place. Just as Officer Copper Top had speculated, there was an entire warehouse full of vials that contained the cure for Devil's Breath.

But there was something else that was there, something that troubled the heroes a great deal. Vials of an ominous red substance, not unlike what had been used in the attack on Ponyville's Town Hall.

"Mr. Negative must've been planning to do it on an Equestria wide basis," Spider Mare realized. "All this time he was operating right under our noses, and we almost didn't know until it was too late!"

Black Cat smiled. "Yeah, well thankfully his plan was stopped. And now all that remains is to get the cure to Twilight."

"But how are we gonna get back to Ponyville?" Spider Mare wondered. "I used up a lot of webbing just getting us here, to say nothing of how much I burned up during the fight against the Sinister Six. I don't think I've got enough webbing left in my current cartridges to get us home. And good luck trying to get a train ticket to Ponyville at this time of night."

At that, Mr. Fantastic beamed as he approached the power couple. "I believe we can help you with that. Let's just say, we've got friends in high places."

The Thing chuckled. "And we mean that literally. You'd be surprised how rarely anyone ever looks up."

Spider Mare was about to ask what the two stallions meant, before she felt herself surrounded by some kind of strange beam. And a similar beam appeared to be surrounding the other superheroes. The beam prevented her from moving or doing anything. Without warning, a strange sensation overtook the wall crawler and she felt herself being lifted into the air. "_If this gets any weirder, I may have to scream._" She thought to herself.

* * *

A moment later, Spider Mare found herself aboard what appeared to be some kind of hi tech airship, almost like those zeppelins that sometimes ran cruises.

But this one had a much more spacious interior, plenty of room to walk around. There were several windows and a large table, and at one end of the room rested a bunch of tubes. One of them was what Spider Mare found herself in, but not for long. The tube suddenly opened and out she stumbled.

"Welcome aboard, Spider Mare. My apologies for the sudden and abrupt methods used to bring you here, but I wasn't sure it'd be possible to get your attention with a letter alone," An unfamiliar voice called out. A moment later, out trotted a pony the likes of which Spider Mare had never seen before. It was a rather tall and slender looking unicorn mare. Her coat was a noticeable dark orchid in color, and her mane and tail were moderate rose in stiff curls. She had moderate opal eyes (or rather one eye, the one on the left was covered by an eye patch), and surprisingly across her face was a huge scar, and where her horn should be there was only a broken stub. She seemed to be clad in some kind of black suit, which covered her lower body (including her cutie mark). "Please allow me to introduce myself. I am Commander Tempest Shadow, a certain, shall we say... 'agent' of her majesty, Princess Celestia."

"Don't forget the head of S.M.I.L.E.," Mr. Fantastic pointed out. "Secret Monster Intelligence League of Equestria. Initiated by Princess Celestia partly in response to the super powered threats you and Black Cat have dealt with, Spider Mare."

Black Cat appeared to be amazed. "A top secret government agency? Sounds exciting."

Tempest smiled. "You could say that. It's basically our job to recruit various ponies with talents and skills necessary to combat the threats to our society. The Fantastic Four is but the first of what will hopefully be many initiatives on super powered teams. Though the other projects are currently on a strict 'Need to know' basis that only the highest level security clearance officials are allowed to know about which," She frowned as she looked at Spider Mare and Black Cat. "I'm afraid that doesn't include the likes of you, yet."

Spider Mare arched an eyebrow upward. "What do you mean, yet? And just what is with your eye patch and scar?"

"An unfortunate accident from my childhood, at least in regard to the scar and horn. The eye patch came later," Tempest growled. "It's a long story that I _don't_ feel like repeating," She quickly changed the subject. "We here at S.M.I.L.E. have been keeping a close eye on your various heroic exploits, Spider Mare. And yours too, Black Cat. We're highly impressed by what we've seen. Thus, I was hoping you two would be interested in joining our hopefully soon to be growing ranks. As agents of S.M.I.L.E. you would have access to the latest technology developed by our top researchers and engineers, and would be deployed all over Equestria and beyond."

Invisible Mare suggested. "You guys should totally say yes. It's a once in a lifetime opportunity. A chance to really do some good, not just for one or two sections of Equestria, but the entire realm."

"You gotta admit, we worked pretty well together back there when we took down the Sinister Six," Pony Torch added with a grin. "Think about what we could do if you were brought up to our level? We've even got a hi-tech training room back at S.M.I.L.E. headquarters where you can hone your skills. The guy who created the computer program for it actually has telepathic powers, and he calls it 'The Danger Room'. The holograms he creates are so lifelike, you'd never believe they weren't real!"

Tempest then concluded. "It's up to you, though. One thing I should mention, however, is that should you join S.M.I.L.E. your work is to remain top secret."

"But I thought you said you were an agent of Princess Celestia." Spider Mare commented.

"She may have created the original agency and put me in charge of it, but Princess Celestia's had no say in S.M.I.L.E.'s evolution since I took over," Tempest explained. "S.M.I.L.E. originally only covered threats from Tartarus and the Everfree Forest. And that's child's play compared to the threats you've battled. I don't think she or Princess Luna would be comfortable with the idea of an entire organization devoted to battling these threats."

Black Cat eyed Tempest. "I don't suppose there's a branch in Ponyville we could operate? It's kind of our hometown. Heck, it's basically become my adopted hometown. I never really had one before."

Tempest shook her head. "Unfortunately there's just the headquarters stationed in Canterlot. If we returned you to Ponyville, it would just be to drop off that cure and anything else, allow you a chance to tie up loose ends, and then we'd have to leave."

Upon hearing that, Spider Mare said to the broken horned unicorn. "Then I'm afraid the answer is no. Black Cat and I are far too attached to Ponyville to just up and leave it, even if it give us a chance to work for a really awesome agency like this."

Tempest sighed. "I was expecting that response. But very well, I shall abide by your decision for the time being," She then reached into the pockets of her outfit, producing two small objects. "However, at least take these back with you. Think of them as a calling card. If ever you should need my help, or if ever you should decide to take up my offer, they'll tell you how to contact me. For now though, let's get you back to Ponyville. And hopefully, our paths will not cross again."

* * *

The hi-tech zeppelin brought our heroes back to the town they called home and quickly beamed them down where no one would see them. Then it departed, shrouded in an invisibility spell so that it was impossible to see.

Spider Mare and Black Cat immediately headed for Twilight's castle once they'd gotten their bearings, and Pinkie was all too happy to give the princess not only the cure for Devil's Breath, but also the Carnage symbiote. "With any luck, you can ensure it doesn't get out and ensnares anyone else. It seems like the offspring is deadlier than the parent." She commented.

Twilight nodded. "I'll make sure to keep it under heavy lock and key. But for the sake of scientific study, I'm not going to destroy it. There might be a way to redeem it, to cure it of its negative thoughts. And if that's true, the possibilities are endless."

"Just be careful who you let near it," Pinkie advised. "There's no telling what it might do if bonds with someone even more dangerous than Lightning Dust."

"I just hope that we can catch Venom the next time our paths cross," Cheese declared. "Then we can finally put our symbiote nightmares behind us for good."

"You kidding? As long as we're together, no alien monster's ever going to break our bond again!" Pinkie vowed to her husband. "Now come on, let's go home and call it a night. I think we've both earned some time off after this," With a yawn, she told Twilight. "Be sure to give my regards to Officer Copper Top. I'm already looking forward to where our partnership goes from here."

"Will do, Pinkie. And thank you. You and your husband have been a big help, bigger than you'll probably ever know." Twilight commented, as she watched the super powered couple depart.

* * *

But that night, as Pinkie slept, she was surprised to have her dreams interrupted. Not by Princess Luna, but by a majestic, white coated alicorn with a flowing red mane and tail. The earth pony mare blinked and rubbed her eyes. "Who are you? I feel like I've seen you somewhere before."

The alicorn simply spoke in a voice that echoed everywhere. "If you have heard or seen me anywhere prior to this, it was only in legends and works of fiction. There are few alive today who even know I ever existed," She then explained. "I have gone by many names: Queen Lauren the First, The Creator, Fausticorn, even simply Faust. But now, in this realm, I am simply The Watcher. I have gazed beyond the horizon of time and been blessed with knowledge of events that no mere mortal could comprehend."

"So why have I only now met you? I could've surely used your help on so many occasions." Pinkie commented in confusion.

The Watcher shook her head. "Alas, I am powerless to interfere or intervene in events as they unfold. I may simply watch and observe, taking up the role of silent guardian of the world I once helped to protect. Unable to return to the mortal world, yet also unable to pass into the afterlife," And she then added. "Tonight, I have payed a visit to praise you for your incredible feats, to congratulate you for all you have done. And to offer you a chance if you're willing to take it, to see what might have been if your life had turned out differently."

"You mean, like if Uncle Al hadn't died or I had saved Pokey Pierce from the Green Griffon?" Pinkie asked The Watcher, who nodded in confirmation. "Thanks, but while I'm sorely tempted I'm going to have to say no. Despite all the hardships I endured as a result of them, those tragedies are what helped mold me into the mare I am today. I know now why I had to go through it all. They say you learn more from your failures than you do your victories, and for the longest time I was baffled by that. But now, after seeing how far I've come since starting out, I think I finally get it. Uncle Al's death helped me learn to think of others and not myself. And Pokey Pierce's death motivated me to stop hiding my secret, to share it with others and trust them to help maintain it."

The Watcher smiled. "Very sound words coming from someone so young. And while I may not know what the future still holds for you, I can safely say that you will face down adversity from a position of strength."

Pinkie nodded. "Yup. My Uncle Al once said 'When times are their darkest, that is when we must force our brightest smiles'. I know now what he meant. Even when things look bleak, even when it all seems hopeless, being able to smile and believe that there will be a brighter tomorrow can make all the difference. It can motivate others to keep fighting and to not give up."

"Indeed that is so. I daresay you are almost as wise as me despite my centuries worth of knowledge," The Watcher declared as she unfolded her wings. "And so I leave you with an old motto from my family, one that I taught my daughters to aspire to live by. 'Excelsior'! It means 'Ever Upward'."

"You mean like 'Keep fighting'?" Pinkie asked as The Watcher slowly began to fade away. She got her answer in the form of a nod. And with that confirmation, she silently reaffirmed her commitment to keep fighting for all that was good, regardless of the cost to her personally.

However, as she returned to her usual dream state, Pinkie couldn't help but wonder one thing. "_Just what other initiatives could Tempest and S.M.I.L.E. be working on?_"


End file.
